Terms of Service (ToS)

ScaleDux Software Innovations Private Limited

Effective date: 03/08/2026 | Last updated: 03/08/2026

These Terms of Service explain the rules for accessing and using ScaleDux, the responsibilities that come with your Account, the role ScaleDux plays, and what you can expect when you connect, communicate, book, hire, offer services, make payments, or otherwise use the Platform.

By accessing or using ScaleDux, you enter into a legally binding agreement with ScaleDux and agree to follow these Terms. Please read them carefully before creating an Account or using any part of the Platform.

These Terms are governed by applicable Indian laws, including the Indian Contract Act, 1872, the Information Technology Act, 2000, the Consumer Protection Act, 2019, and, where applicable, the Consumer Protection (E-Commerce) Rules, 2020 and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, together with their amendments and other applicable laws.

ScaleDux believes legal terms should be clear, fair, and grounded in reality. Every clause in these Terms is intended to reflect how the Platform actually operates, clearly explain the rights and responsibilities of everyone involved, and help protect the trust, safety, and integrity of the ScaleDux ecosystem. Nothing in these Terms limits any right or protection that cannot legally be excluded under applicable law.

1. Introduction, Scope and Acceptance

1.1 About ScaleDux

ScaleDux Software Innovations Private Limited, bearing Corporate Identification Number U62013OD2025PTC049049 and having its registered office at Plot No. 241/3601, First Floor, Jaydev Vihar, Regional Research Laboratory, Khordha, Odisha, India, 751013, operates the ScaleDux digital platform. In these Terms, references to “ScaleDux”, “we”, “us” or “our” mean ScaleDux Software Innovations Private Limited.

ScaleDux provides technology infrastructure through which eligible Users may create role-based profiles, discover other Users, communicate, evaluate opportunities, manage permitted transactions and use such additional tools as ScaleDux may make available from time to time.

1.2 Scope of These Terms

These Terms govern access to and use of the websites, applications, dashboards, communication systems, profile tools, project workspaces, payment interfaces, data rooms and other digital properties operated by ScaleDux, together with all technology services made available through them, collectively referred to as the Platform.

These Terms apply to every person who accesses a publicly available part of the Platform, reads a ScaleDux blog or Help Centre article, uses a Free Resource, takes a product tour, downloads material made available by ScaleDux, or creates or operates an Account. Features requiring registration may be used only by an eligible Registered User who has completed the requirements applicable to that feature. Where affirmative acceptance is required for an Account, Free Resource or transaction, the applicable workflow shall identify the terms being accepted.

Certain limited Platform areas may be intentionally made available as Public Website Information without requiring an Account. These may include limited signed-out profile landing pages, Public Project Postings, public Project attachments and public reviews or ratings.

Complete professional profiles, Proposals, Offers, NDAs, private messages, Project workspaces, Deliverables, revisions, invoices, payment information, verification information, support records and dispute records remain Restricted Platform Information unless ScaleDux expressly identifies a particular item as public.

1.3 Incorporated Documents

These Terms are the umbrella agreement governing the relationship between ScaleDux and every User. The Privacy Policy, Community Guidelines, applicable Role Terms and applicable Transaction Terms are incorporated into and operate under these Terms for the subjects they specifically address.

Where a User submits a Proposal, sends or accepts an Offer, funds a Project or Milestone, purchases a Service Package, books a mentorship session, enters a Data Room or completes another transaction-specific action, the applicable Transaction Terms and the relevant Offer, Order, Booking, Access Grant, Change Order or other Transaction Record supplement these Terms and govern that specific activity.

A User is bound only by a supplementary document that is made available or properly incorporated through the applicable registration, role-activation, feature or transaction workflow. A supplementary document does not displace these Terms except to the extent that it states a more specific rule for the relevant subject, and ScaleDux shall maintain a record of the document version and acceptance event where acceptance is required.

1.4 Electronic Acceptance and Contract Records

Where acceptance of these Terms, a Role Term or a Transaction Term is required, the Platform shall present a clear acceptance statement and make the applicable document or documents reasonably available before the User completes the identified acceptance action.

A User may accept an electronic agreement by selecting an unchecked acceptance control, clicking Sign Up, Create Account, Accept, Send Offer, Accept Offer, Pay, Activate or another control that the Platform clearly identifies as having contractual effect, or by completing another affirmative action through a workflow that clearly states the terms being accepted. Continuing through a transaction workflow constitutes acceptance only where the User is clearly informed of the legal effect of the action and has a reasonable opportunity to review the applicable terms before acting.

Passive browsing, silence, failure to object, a pre-selected box or mere receipt of a link shall not by itself constitute acceptance of a new material fee, transaction obligation, arbitration term or liability allocation where affirmative acceptance can reasonably be obtained. ScaleDux may apply reasonable website-use conditions to Visitors through conspicuous notice, subject to Applicable Law.

The parties agree that proposals, acceptances, revocations, notices, acknowledgements and Transaction Records may be created and communicated electronically. ScaleDux may retain the User identifier, Account identifier, role, represented entity, document title, document version, effective date, canonical URL or preserved copy, acceptance wording, transaction reference, action taken, timestamp, session or device record and other reasonable audit information required to establish the electronic action.

Where a person acts for a company, limited liability partnership, partnership, Agency, fund or other organisation, that person represents that the person has sufficient authority to accept the applicable terms and bind the organisation for the relevant activity.

1.5 Business and Professional Use

The Platform is designed primarily for business, entrepreneurial and professional use. A person who uses the Platform for a purpose to which a mandatory consumer-protection law applies retains any right that cannot lawfully be excluded, restricted or waived by contract.

Nothing in these Terms shall be interpreted as excluding a statutory right that applies notwithstanding contractual wording.

1.6 Changes to These Terms

ScaleDux may amend these Terms to reflect changes in law, regulatory requirements, Platform functionality, security practices, commercial arrangements or business operations. The revised document shall identify its effective date and version.

Where an amendment materially changes a User’s fees, dispute rights, liability allocation, data-use obligations or other substantial rights or obligations, ScaleDux shall provide reasonable advance notice through email, in-app notification or another appropriate channel, except where an earlier change is required by law, a competent authority, a security incident or an urgent Platform-integrity requirement.

ScaleDux may require fresh affirmative acceptance before a User continues to use an affected feature or enters a new transaction. An amendment shall not retrospectively change the commercial terms of an active user-to-user transaction unless the affected parties accept the change or the change is required by Applicable Law.

1.7 Language and User Guidance

These Terms are written in English. A translated or simplified version may be provided for convenience, but the English version shall prevail to the extent of an inconsistency.

Plain-language notes may appear within or alongside these Terms to assist Users. Such notes do not replace the operative provisions and shall be interpreted consistently with them.

User note: The Terms of Service are the common platform contract. Your role and the transaction you enter may add separate terms, but ScaleDux should show those terms at the relevant step rather than hiding them inside one very long document.

2. Definitions and Interpretation

2.1 General and Interpretive Definitions

Applicable Law means every statute, rule, regulation, notification, binding direction, order, licence condition and other legal requirement applicable to ScaleDux, a User, a role, a feature or a transaction from time to time.

Business Day means a day other than Saturday, Sunday or a public holiday on which scheduled commercial banks are ordinarily open for business in Bhubaneswar, Odisha.

Force Majeure Event means an event beyond the reasonable control of the affected party that materially prevents or delays performance, including a natural disaster, war, civil disturbance, epidemic, governmental action, widespread power or telecommunications failure, payment-network outage, cloud-service failure or comparable event, but excluding lack of funds, underpricing, ordinary workload, staff shortage or a reasonably foreseeable operational difficulty.

Notice means a communication delivered in accordance with clause 21.1, including an email, in-app notification, Account-dashboard message, registered post or another method expressly permitted by these Terms.

Terms means these ScaleDux Terms of Service, as amended from time to time.

2.2 Platform, Access and Service Definitions

Account means a registered, role-based account created to access restricted Platform features.

Beta Feature means a feature identified as beta, pilot, preview, experimental, early access, test or by a similar description.

Community Guidelines means the rules governing acceptable behaviour, content, safety and participation on the Platform, as amended from time to time.

Data Room means a Platform feature through which a Founder may make selected documents available to authorised Investors subject to the applicable visibility, access, confidentiality and activity-recording controls.

Free Resource means a no-charge calculator, generator, template, checklist, article, guide, assessment, demonstration, downloadable material or other informational or self-service tool made available by ScaleDux.

Platform means the ScaleDux websites, web applications, mobile applications, dashboards, application programming interfaces, communication systems, Help Centre, project workspaces, Data Rooms and other digital properties operated by or for ScaleDux.

Platform Information means information, content or records made available through the Platform, including profiles, listings, Projects, Proposals, messages, reviews, transaction records and files.

Platform Materials means the technology, content, documentation and other materials owned by or licensed to ScaleDux and described more fully in clause 7.5, excluding User Content and third-party material to the extent identified as such.

Privacy Policy means the ScaleDux privacy policy describing the collection, use, storage, sharing, security and retention of personal data.

Public Project Posting means the portion of a Project posting that ScaleDux intentionally makes available without requiring an Account, including the selected Project fields and any image, document or other attachment uploaded to a field identified or presented as part of the public Project posting.

Public Website Information means Platform Information that ScaleDux intentionally makes available to the public internet without requiring an Account, including general marketing pages, selected Help Centre content, public announcements, limited signed-out profile landing pages, Public Project Postings, public Project attachments and public reviews or ratings.

Restricted Platform Information means Platform Information that ScaleDux does not intentionally make available as Public Website Information and that may be accessed only by eligible logged-in Users, transaction participants, ScaleDux personnel or service providers requiring access, or persons granted a specific permission. Restricted Platform Information includes complete professional profiles, direct contact details, Proposals, Offers, NDAs, private messages, private Project workspaces, Deliverables, revisions, invoices, payment records, verification records, support records and dispute material, unless ScaleDux expressly identifies a particular item as public.

Role Terms means supplementary terms that govern use of the Platform as a Founder, Expert, Agency, Mentor or Investor.

Services means the technology services supplied by ScaleDux through the Platform, excluding the underlying services, mentorship, investment evaluation or other performance supplied directly by one User to another.

Third-Party Service means a product, service, website, software component, infrastructure service, payment service, verification service, communication tool, application programming interface or other facility supplied by a person other than ScaleDux and integrated with, linked from or used in connection with the Platform.

Transaction Record means an electronic Offer, Order, Booking, Access Grant, Change Order, settlement or other record that identifies the commercial or access terms of a specific user-to-user transaction.

Transaction Terms means supplementary terms governing a specific category of user-to-user transaction, including Project, service package, mentorship, payment, cancellation, refund, dispute, Deal Flow or Data Room terms.

2.3 User and Role Definitions

User means a natural person or legal entity that accesses, registers for or uses the Platform, including a Visitor, Resource User or Registered User.

Visitor means a person who accesses Public Website Information without creating or using an Account, including a person who views a public webpage, limited signed-out profile landing page, Public Project Posting, public Project attachment, public review, blog, Help Centre page or public product tour.

Resource User means a person who accesses or uses a Free Resource, whether or not that person has created an Account.

Registered User means a person or entity for whom an Account has been created and remains active or capable of lawful reactivation.

Founder means a User who creates or manages a startup or business profile, seeks services, mentorship or investment-related discovery, or uses another Founder-facing feature.

Expert means an individual independent service provider who offers or performs services through an Expert Account.

Agency means a business or organised service provider that offers services through an Expert or Agency Account and may assign authorised personnel to perform the relevant services.

Mentor means a User who offers business guidance, coaching, mentoring or other advisory support through a Mentor Account.

Investor means a User who accesses Investor-facing discovery, evaluation, communication, Deal Flow or Data Room features for a genuine investment-related purpose.

Authorised Representative means a natural person who has authority to create or operate an Account, accept terms, submit information or enter a transaction on behalf of another person or entity.

Related Account means an Account that ScaleDux reasonably determines is owned, controlled, operated or materially connected to the same person, entity, device, payment instrument or business group as another Account.

Verified Status means a Platform indicator confirming that ScaleDux or a Third-Party Service has completed the specific verification identified by the indicator, without guaranteeing any fact beyond the stated check.

2.4 Content, Confidentiality and Intellectual Property Definitions

Confidential Information means non-public information disclosed or made accessible in connection with the Platform that is identified as confidential or that a reasonable person would understand to be confidential because of its nature or the circumstances of disclosure.

Feedback means a suggestion, correction, idea, feature request, usability comment or other voluntary input concerning ScaleDux or the Platform, excluding a public review, User Content submitted for a transaction, personal data and Confidential Information.

Platform Introduction means the first meaningful Platform-recorded event through which one User discovers, identifies, views or saves a sufficiently identified opportunity or User, is matched with, invites, contacts, sends a Proposal or expression of interest to, purchases from, books, grants access to, receives access from or otherwise enters a permitted interaction with another User, where that event materially facilitates the later commercial relationship.

Approved Conversion means prior written approval issued by ScaleDux allowing a Covered Commercial Relationship to move outside the otherwise required Platform workflow, subject to the conditions stated in that approval and any separately published and accepted conversion terms then in effect.

Circumvention or Disintermediation means knowingly soliciting, arranging, entering, performing, routing, splitting, disguising, concealing or paying for a Covered Commercial Relationship outside the required Platform workflow for the purpose or material effect of avoiding ScaleDux Charges, transaction records, payment controls, review history, confidentiality controls, eligibility requirements or other obligations applicable to that relationship, except through an Approved Conversion or another express exception under clause 8.

Connected Person means a natural person or entity that acts for, through, under the control or direction of, in coordination with, or for the direct or indirect benefit of a User in connection with a Platform Introduction, Covered Commercial Relationship, Covered Services, payment, transaction or enforcement matter, including an affiliate, director, officer, employee, Authorised Representative, Agency Personnel, contractor, subcontractor, nominee, referral recipient, family member, replacement entity or Related Account. Mere personal, family, corporate or professional association does not by itself establish coordinated conduct. ScaleDux shall consider direction, control, benefit, timing, common payment arrangements and other relevant evidence as a whole.

Covered Commercial Relationship means a direct or indirect commercial relationship between Users arising from a Platform Introduction and involving Covered Services during the Protection Period.

Covered Services means the same or substantially related paid services, Deliverables or commercial activity first discussed, offered, purchased, performed or evaluated through the Platform, including renewals, extensions, additional Milestones, support, maintenance, add-ons, repeat work, replacement arrangements and work performed through a connected person or entity, but excluding a genuine investment transaction that does not disguise payment for services.

Invitation means a Platform-recorded request by a Founder to an identified Expert or Agency to review and, if interested, respond to an identified Project. An Invitation is not an Offer, shortlist, Hire, exclusivity commitment, guarantee of selection or promise of payment.

External Channel means email, telephone, WhatsApp, Telegram, social media, video conferencing, cloud storage, source-code hosting, design software, scheduling software or another service outside the Platform.

Material Decision means a decision affecting scope, price, time, Deliverables, access, confidentiality, acceptance, payment, cancellation, review, investment evaluation or another substantial right or obligation.

Means of Direct Contact means an email address, telephone number, messaging identifier, social-media profile, website, calendar link, meeting link, QR code, payment handle, bank detail, physical address or other information or mechanism that enables direct communication, contracting or payment outside the Platform.

Offer means a Platform-recorded final Project offer sent by a Founder to an identified Expert or Agency containing the material commercial terms and applicable documents for the proposed Project. Acceptance of an Offer creates only the conditional commitment stated in the Project Transaction Terms and does not constitute successful payment, Hire or Project activation.

Permitted External Collaboration means authorised use of an External Channel for communication, meetings, delivery or collaboration while the Covered Commercial Relationship, material transaction records and payments required by ScaleDux remain properly recorded and processed through the Platform.

Platform Introduction means the first Qualifying Introduction Event that materially facilitates a later Covered Commercial Relationship. A passive search result, algorithmic match, profile or Project view, or saved item does not by itself start the Protection Period unless the Platform clearly identifies the event in advance as a Qualifying Introduction Event and gives the affected User clear notice. A passive event may nevertheless be considered as supporting evidence when determining whether a later external contact or commercial relationship arose from ScaleDux.

Pre-existing Relationship means a genuine direct commercial relationship between the relevant Users that existed and can be supported by contemporaneous records created before the Platform Introduction; general awareness, attendance at the same event, social-media connection, common membership, access to public contact information or unrelated prior contact is not sufficient by itself.

Proposal means a Platform-recorded commercial submission made by an Expert or Agency after discovering or receiving an Invitation to a Project, stating the proposed scope, Deliverables, Project structure, personnel, assumptions, exclusions, Dependencies, price, schedule, Revision position and material limitations. A Proposal is not the final Project Contract and does not create a payment entitlement unless and until the relevant terms are incorporated into a final accepted Offer and the Project is activated.

Protection Period means the twelve-month period beginning on the date of the relevant Platform Introduction, without limiting obligations concerning an active Platform transaction, Confidential Information, payment, evidence, intellectual property or another obligation that survives separately under these Terms.

Project means a user-to-user service engagement between a Founder and an Expert or Agency that is governed by the applicable Project terms and Transaction Record.

Qualifying Introduction Event means a Platform-recorded event through which a User takes or receives an affirmative step directed to a specific User or transaction-linked opportunity and that event materially enables evaluation, communication, access or formation of a commercial relationship. It includes an Invitation sent or responded to, Proposal or expression of interest submitted, authorised message or enquiry initiated, Service Package enquiry or purchase, mentorship enquiry or Booking, Data Room request or Access Grant, meeting arranged through ScaleDux, Offer sent or accepted, or another event that the Platform clearly identifies before the action as starting the Protection Period. It also includes an attempted or completed unauthorised external contact or solicitation where reasonably sufficient Platform and external evidence establishes that the User identified the other User or opportunity through ScaleDux.

User Content means information, text, files, images, profiles, Project materials, Proposals, messages, reviews, documents or other content submitted, generated or shared by a User through the Platform.

2.5 Payment and Verification Definitions

Chargeback means a payment dispute, reversal request or recovery process initiated through a bank, issuer, card network, payment method or Payment Provider in relation to a payment.

Payment Provider means an authorised third-party provider used to process, route, transfer, hold, settle, reverse, reconcile or refund a payment, presently including Razorpay.

Refund means a full or partial return of a payment amount to the payer in accordance with the applicable fee, payment, cancellation, refund or dispute terms.

ScaleDux Charges means fees payable to ScaleDux for technology, subscription, administration, verification, marketplace, transaction or other Platform services, as displayed before the relevant charge is incurred.

Settlement Hold means a Payment Provider control that delays settlement of an identified transfer or amount until the applicable release condition is satisfied or the hold is otherwise removed.

User-to-User Service Amount means the consideration payable by one User to another for an underlying Project, service package, mentorship engagement or other permitted user-to-user service, excluding separately identified ScaleDux Charges, taxes and approved third-party costs.

Verification means an identity, business, tax, bank-account, authority or other eligibility check conducted by ScaleDux or a Third-Party Service for the specific purpose identified in the applicable workflow.

2.6 Rules of Interpretation

Unless the context requires otherwise, words in the singular include the plural and words in the plural include the singular; a reference to a person includes a natural person, company, limited liability partnership, partnership, association, trust or other legal arrangement; the word “including” means “including without limitation”; references to a statute include amendments, replacements and subordinate legislation; headings are for convenience and do not limit the meaning of a provision; a reference to writing includes an electronic record capable of being retained and reproduced; the substance and commercial effect of an arrangement prevail over its label; and an act done through an affiliate, Authorised Representative, Team Member, subcontractor, family member, Related Account, payment intermediary or other person may be treated as the act of the User where the circumstances reasonably establish direction, authority, assistance or coordinated conduct.

Where a term is defined in an applicable Role Term, Transaction Term or Transaction Record for a particular subject, the specific definition shall apply to that subject. A definition shall not be imported into an unrelated feature or transaction where the context clearly requires a different meaning.

3. Eligibility, Registration and Account Security

3.1 Age and Legal Capacity

The Platform may be used only by a person who is at least eighteen years of age and legally competent to enter into a contract. A person who is disqualified from contracting, prohibited by law from using the relevant service, or subject to a binding order that prevents the relevant activity shall not create or use an Account.

ScaleDux does not knowingly permit a person below eighteen years of age to create an Account. A parent, guardian or other person who becomes aware that a minor has created an Account should notify ScaleDux through the contact details stated in these Terms.

3.2 Registration and Account Approval

A User shall provide accurate, complete and current information during registration and shall promptly update information that becomes inaccurate or misleading. ScaleDux may require additional information where reasonably necessary to establish identity, authority, eligibility, payment capability, tax status, security or compliance with Applicable Law.

Registration and access to a particular feature may be subject to approval. ScaleDux may reject, defer or condition registration where information is incomplete, verification fails, a security or integrity risk exists, Platform capacity is limited, the proposed use is unsupported, or ScaleDux is otherwise entitled to do so under these Terms or Applicable Law.

Where practicable and lawful, ScaleDux shall provide a reason for a material Account restriction or registration refusal. ScaleDux may withhold information where disclosure would compromise security, fraud prevention, another person’s rights, a confidential investigation or a legal requirement.

3.3 One Primary Role Per Account

Each Account shall be registered for one primary role. A person who wishes to use ScaleDux in more than one role may be required to maintain separate role-based Accounts and accept the terms applicable to each Account.

A User shall not switch, misstate or conceal the role in which the User is acting in order to obtain access, avoid an obligation, alter a fee, influence a rating, obtain information, evade clause 8 or circumvent another Platform restriction.

ScaleDux may introduce a multi-role Account structure in the future. Any such change shall apply only when the relevant product controls and supplementary terms are made available.

3.4 Related Accounts and Anti-Abuse Controls

A User may not create, control or use a Related Account to review themselves, hire themselves without a genuine transaction, create false traction, obtain an improper referral benefit, manipulate matching or ratings, evade verification, avoid a suspension, bypass transaction limits, conceal identity, move funds without a genuine commercial purpose or otherwise misuse the Platform.

ScaleDux may identify and investigate Related Accounts using information reasonably available to it, including identity, business, device, network, payment, verification and usage signals. Any action taken against a Related Account shall be proportionate to the identified risk and subject to the notice and review provisions of these Terms where practicable.

3.5 Account Credentials and Security

The Account holder is responsible for maintaining the confidentiality of login credentials, authentication methods and recovery information, and shall not allow an unauthorised person to use the Account.

The User shall promptly notify ScaleDux if the User suspects unauthorised access, credential compromise, account takeover or misuse. ScaleDux may temporarily restrict the Account, require re-authentication, invalidate sessions or take another reasonable security measure while the matter is reviewed.

A User shall not be liable for activity occurring after the User has given ScaleDux sufficient notice of a verified compromise and has complied with reasonable instructions, except to the extent that the activity resulted from the User’s fraud, wilful misconduct or continued failure to secure the Account.

3.6 Entity Accounts and Authorised Representatives

A person who creates or operates an Account for an organisation represents that the person has authority to provide the organisation’s information, accept the applicable terms, manage the relevant role and enter the transactions performed through that Account.

The organisation is responsible for acts performed through its Account by authorised representatives, employees, contractors and team members. ScaleDux may require evidence of authority and may restrict an action where authority is disputed or cannot reasonably be established.

3.7 Verification and Temporary Attempt Limits

ScaleDux may use third-party verification providers and integrated sources to verify identity, business registration, tax registration, bank-account ownership or other information relevant to an Account. The Privacy Policy describes the information processed by ScaleDux and its providers.

Verification confirms only the specific check identified by the Platform. It does not constitute an endorsement of a User’s honesty, competence, qualifications, financial position, service quality, investment capacity or suitability for a transaction.

ScaleDux or a verification provider may limit repeated attempts, impose a temporary waiting period, require additional verification or refer an Account for manual review where attempts fail, information conflicts, automated abuse is suspected or a security risk exists. The Platform shall display the applicable next step or restriction period where reasonably possible.

User note: Verification is not the same as endorsement. A verified identity or company record does not mean ScaleDux has verified education, experience, portfolio originality, service quality or investment capacity

4. Role-Based Use of the Platform

4.1 Founder Accounts

A Founder Account may be used to create a business or startup profile, publish supported requirements, evaluate Experts and Agencies, access mentorship or Investor-facing tools, and use other Founder features made available by ScaleDux.

A Founder shall comply with the Founder Role Terms and the applicable transaction terms for each feature used. The Founder remains responsible for the accuracy, lawfulness and authority of all business, Project, fundraising and transaction information submitted through the Account.

4.2 Expert and Agency Accounts

An Expert or Agency Account may be used to create a professional profile, submit Proposals, accept supported engagements, create service packages when available, deliver services and receive payments through the applicable Platform workflow.

Experts and Agencies act as independent businesses and shall comply with the Expert and Agency Role Terms and the applicable transaction terms. An Agency remains responsible for its authorised representatives and team members, including their delivery, confidentiality, intellectual-property and security obligations.

4.3 Mentor Accounts

A Mentor Account may be used to publish mentorship offerings, make availability available, conduct supported sessions and provide other mentorship services made available through the Platform.

A Mentor shall comply with the Mentor Role Terms and applicable mentorship terms. A Mentor shall not present general business guidance as licensed legal, medical, tax, investment or other regulated advice unless the Mentor is duly authorised and acts within the scope of the relevant authorisation.

4.4 Investor Accounts

An Investor Account may be used for startup discovery, stated investment-preference matching, Deal Flow management, communication, due-diligence workflow and Data Room access where permitted.

ScaleDux does not provide personalised investment advice, securities brokerage, portfolio management, merchant banking, placement services or any other regulated investment service unless expressly stated under a separately authorised service. An Investor remains responsible for independent due diligence, legal compliance and each investment decision.

A startup profile, pitch, match indicator, SCORE output, expression of interest or Deal Flow stage does not constitute an offer of securities, a recommendation to invest or a commitment by either the Founder or the Investor.

4.5 Visitors and Resource Users

A Visitor or Resource User may access Public Website Information, including limited signed-out profile landing pages, Public Project Postings, public Project attachments, public reviews, ScaleDux blogs, Help Centre content, product tours and Free Resources.

Viewing Public Website Information does not create a Founder, Expert, Agency, Mentor, Investor or transaction relationship. A Visitor must create or use an eligible Account and complete the applicable workflow before submitting a Proposal, sending a message, entering a transaction or performing another restricted action.

A Visitor or Resource User shall use Public Website Information and Free Resources only for a lawful personal, educational or internal business purpose; shall provide only information that the person is authorised to provide; shall independently review every output before relying on or distributing it; shall obtain professional advice where a legal, tax, accounting, financial, medical, employment, regulatory or other specialised decision is involved; and shall comply with the intellectual-property, confidentiality, security, prohibited-conduct and limitation provisions of these Terms.

A Visitor or Resource User shall not scrape, automate, mirror, re-host, resell, white-label, commercially redistribute, reverse engineer or build a competing product from a Free Resource or Platform Material; shall not use a Free Resource to create a false, deceptive, unlawful or misleading document; and shall not upload Confidential Information, sensitive personal data or third-party information unless the applicable tool expressly supports that use and the person has lawful authority to do so.

User guidance: A Free Resource may save time, but it does not replace professional review. The person using the output remains responsible for checking the inputs, assumptions, calculations, legal requirements and final document before use.

5. Platform Services, Features and Availability

5.1 Nature and Scope of Technology Services

ScaleDux may provide profile creation, search, discovery, matching, communication, Project management, scheduling, document, Data Room, payment, review, assessment, support, Free Resource and other technology tools through its websites, web applications, future mobile applications, dashboards, application programming interfaces and related digital properties. The Platform supplies technology infrastructure and does not, merely by making a feature available, become the provider of an underlying user-to-user service, professional engagement, mentorship or investment activity.

The availability, design, capability, limits and workflow of a feature may differ according to the User role, Account status, subscription plan, Verification status, location, legal eligibility, transaction stage, device, operating system, browser, language, network connection, Payment Provider, Third-Party Service, product phase, capacity, security assessment and compliance with these Terms.

The User is responsible for obtaining and maintaining compatible equipment, software, internet connectivity, security controls and updates, and for paying any telecommunications, data, device, app-store or third-party charges associated with access to the Platform. Use of an External Channel remains subject to clause 8 and does not authorise off-Platform contracting or payment.

5.2 Feature Eligibility, Limits and Product Evolution

ScaleDux may introduce, combine, rename, modify, migrate, limit, suspend, replace or retire a feature where reasonably necessary for product development, security, reliability, legal or regulatory compliance, vendor availability, capacity management, abuse prevention, commercial viability or Platform integrity. ScaleDux may impose role, plan, transaction, storage, file, usage, rate, geographic, verification or technical limits and may revise those limits from time to time.

ScaleDux does not guarantee that a legacy interface, application programming interface, integration, file format, workflow, report layout, ranking method or data-export format will remain unchanged or supported indefinitely. Where a material paid feature is discontinued or materially reduced, the applicable plan or fee terms shall govern any advance notice, continued access, migration support, credit or refund.

5.3 Beta, Pilot and Experimental Features

A Beta Feature may be incomplete, contain defects, operate with reduced support, use test or changing logic, produce incomplete or inaccurate results, and be interrupted, limited or withdrawn without becoming a generally available service. ScaleDux may require separate eligibility, confidentiality, feedback, data-use or testing terms before providing access.

A User shall not rely on a Beta Feature as the sole record, calculation, evidence source, decision system, compliance control or operational dependency for a legally, financially, medically, technically or commercially critical process. The User shall maintain independent records and an appropriate alternative process.

5.4 Availability, Maintenance and Technical Dependencies

ScaleDux shall use reasonable efforts to maintain the Platform, but does not provide a service-level commitment unless a separate written service-level agreement expressly applies. The Platform may be unavailable, delayed, degraded, inaccurate or partially functional because of planned or emergency maintenance, software defects, capacity constraints, cybersecurity events, data-restoration activity, network conditions, device incompatibility, Force Majeure Events, app-store action, or the failure, restriction or change of a Third-Party Service.

ScaleDux may use maintenance windows, queues, rate limits, temporary feature restrictions, emergency shutdowns, session invalidation, access controls, data-restoration measures or other reasonable steps to protect Users, Platform Information, infrastructure or third parties. Where reasonably practicable, ScaleDux shall communicate planned maintenance or a material outage through the Platform, email, a status notice or another appropriate channel.

The Platform is not a substitute for the User’s own business-continuity, record-retention, backup, security, legal-compliance or disaster-recovery arrangements. The User shall preserve independent copies of contracts, invoices, tax records, transaction records, Deliverables, access credentials and other material information that the User may need outside the Platform.

5.5 Regional, Legal and Device Availability

A feature, payment method, payout route, Verification method, subscription, mobile application, download, language, support channel or transaction type may not be available in every country, state, territory, app store or device environment. ScaleDux may restrict or decline access where the feature is unsupported, a provider does not serve the relevant location, the User does not satisfy local requirements, or ScaleDux reasonably determines that providing the feature would create a legal, regulatory, tax, security or operational risk.

ScaleDux does not represent that every feature is lawful, appropriate or available for every User or location. A User accessing the Platform from outside India, or acting through a foreign entity, remains responsible for confirming that the intended access, service, payment, payout, investment-related activity and data transfer comply with the laws applicable to that User.

5.6 Free Resources and Informational Content

Blogs, Help Centre materials, templates, calculators, generators, checklists, assessments, demonstrations and other Free Resources are provided for general information, education and self-service assistance. They may use assumptions, simplified formulae, information supplied by the Resource User, publicly available information or product logic that is not designed for every industry, jurisdiction or factual situation.

ScaleDux does not warrant that a Free Resource or informational output is complete, error-free, current, accepted by a government authority, compatible with every accounting or business system, suitable for filing, legally sufficient, or appropriate for a particular transaction. Use of a Free Resource does not create a lawyer-client, chartered accountant-client, tax adviser-client, investment adviser-client, employment, fiduciary or other regulated professional relationship with ScaleDux.

The Resource User is responsible for verifying inputs, calculations, classifications, dates, tax treatment, statutory language, names, addresses, signatures and other particulars before using, issuing, filing or relying on an output. ScaleDux may correct, replace or withdraw a Free Resource without maintaining every prior version.

5.7 No Guaranteed Commercial, Professional, Regulatory or Other Outcome

ScaleDux does not guarantee that a Founder will receive Proposals, qualified Experts, completed Deliverables, mentorship, customers, revenue, grants, incubation, funding, a particular valuation, investor interest or another commercial result; that an Expert, Agency or Mentor will receive views, ranking, invitations, work, bookings, income, repeat business or a particular payment timing; that an Investor will identify a suitable opportunity, receive complete or accurate information, complete due diligence, make an investment, obtain liquidity or earn a return; or that a Visitor or Resource User will obtain an accurate, compliant, accepted or commercially useful result from a Free Resource.

ScaleDux does not guarantee any particular search position, match score, profile visibility, response rate, review, Verified Status, transaction completion, Project outcome, dispute decision, Refund, recovery, settlement, regulatory approval, tax treatment, legal enforceability, business performance or uninterrupted access. A paid subscription, premium profile, promoted placement, assessment, verification, matching feature, recommendation, introduction or other paid or free feature does not create such a guarantee.

Any estimate, ranking, benchmark, calculation, template, report, guidance, reminder, notification or automated output is informational and depends on the information, assumptions and systems used. Each User remains responsible for independent judgment, due diligence and professional advice appropriate to the relevant decision.

5.8 Future Artificial Intelligence and Synthetic Content Features

ScaleDux does not presently provide a User-facing feature whose intended function is to generate or materially alter text, images, audio, video, documents, profiles, pitch materials or other User Content through generative artificial intelligence.

If ScaleDux introduces such a feature, ScaleDux shall identify the feature before use and shall update or supplement the applicable Terms, Privacy Policy, Community Guidelines, product notices and technical controls as reasonably required. The applicable framework may address permitted and prohibited use, intellectual-property and confidentiality responsibilities, personal data, human review, accuracy limitations, provenance, declarations, labels, safety controls, complaint handling and the treatment of synthetically generated information.

A future artificial-intelligence feature shall not be treated as launched or authorised merely because ScaleDux uses automation internally for matching, security, fraud prevention, moderation, analytics or support.

User guidance: ScaleDux provides infrastructure and tools. It does not promise work, funding, income, investment returns, legal compliance or business success.

6. Platform Information, Confidentiality and Additional NDAs

6.1 Permitted Use of Platform Information

A User may access Platform Information only for the purpose for which ScaleDux makes that information available. A User shall not scrape, reproduce, republish, sell, licence, disclose, compile, monetise, use for unsolicited contact, build an external database from, or otherwise exploit Restricted Platform Information except as expressly permitted by ScaleDux or the relevant information owner.

A User shall not use information obtained through one role, Account or relationship to obtain an advantage that would not be permitted in another role, Account or transaction. Information obtained through a mentorship relationship, service evaluation, investment evaluation or Project interaction shall not be used for an unrelated commercial, competitive, recruitment or solicitation purpose.

6.2 Confidential Information and Exclusions

Confidential Information includes business plans, financial information, customer information, product designs, source code, technical architecture, credentials, internal processes, non-public team information, Project terms, Proposals, pitch materials, Data Room materials and other non-public information that is identified as confidential or would reasonably be understood as confidential.

Confidential Information does not include information that the receiving party can establish was lawfully known without restriction before disclosure, becomes public without breach, is lawfully received from an independent source without a confidentiality duty, or is independently developed without use of the disclosed information.

Information intentionally made available as Public Website Information is not Confidential Information merely because it appears on or is delivered through ScaleDux. This includes a Public Project Posting and any attachment uploaded to its public attachment area.

Information available only through a logged-in, permission-controlled or transaction-restricted workflow may remain Restricted Platform Information or Confidential Information and remains subject to clause 6.1 and the applicable confidentiality obligations.

Removal of Public Website Information from ScaleDux does not guarantee deletion of copies previously downloaded, cached, indexed, copied or independently retained by another person.

6.3 Confidentiality Obligations

A receiving User shall use Confidential Information only for the permitted Platform interaction or transaction, shall disclose it only to persons who require access for that purpose and are bound by equivalent obligations, shall apply reasonable safeguards, and shall not use it to compete with, harm, exploit or obtain an unrelated benefit from the disclosing User.

A User who receives system credentials, access keys, personal data or sensitive technical information shall use them only for the authorised purpose, shall not disclose them without permission, shall promptly report a compromise, and shall cease access and return or delete the relevant information when the purpose ends, subject to lawful retention.

A User shall not upload another User’s Confidential Information to an external artificial-intelligence, analytics, code-assistance or other service where the external service may use the information for model training, secondary purposes or disclosure inconsistent with the User’s obligations, unless the information owner has given informed permission and appropriate safeguards are in place.

6.4 Additional NDAs

A Founder or another User may require an additional non-disclosure agreement for a particular Project, mentorship interaction, investment evaluation, Data Room or other permitted relationship. The additional NDA supplements these Terms and may impose more specific obligations between its signatories. An NDA or confidentiality requirement does not authorise the Users to move the Covered Commercial Relationship or payment outside ScaleDux in breach of clause 8.

Unless ScaleDux expressly signs an NDA, ScaleDux is not a party to that NDA and does not review, approve, authenticate, interpret or guarantee its enforceability. ScaleDux may provide document-upload, version, timestamp or access-control tools, but each signatory is responsible for reading the document, obtaining advice where necessary and confirming authority to sign.

The applicable Role Terms or Transaction Terms govern the stage at which an additional NDA must be completed and the effect of non-completion.

6.5 Pre-NDA Disclosures

Marking a Project or interaction as requiring an NDA does not make an unsigned NDA effective and does not make a Public Project Posting or public Project attachment confidential.

Before the additional NDA is completed, the disclosing User shall limit the Public Project Posting to information that the User is prepared to make available to the public internet. Confidential Information, trade secrets, credentials, raw customer information, sensitive personal data, source material and restricted documents must be withheld until the NDA is completed and the restricted transaction workflow becomes available.

ScaleDux may display a public-visibility warning, require an acknowledgement or restrict particular file types before publication. The absence of a warning does not transfer responsibility for the disclosure decision to ScaleDux or change the public classification of content submitted to a public field.

6.6 Duration and Survival

Unless an applicable Role Term, Transaction Term or additional NDA provides a longer period, the confidentiality obligations in this section shall continue for three years after the later of the last relevant disclosure or the conclusion of the related Platform interaction.

An obligation concerning a trade secret, credential, personal data or information protected by law shall continue for so long as the information remains protected or the Applicable Law requires.

User note: ScaleDux provides a baseline confidentiality and permitted-use rule for every logged-in interaction. A Founder-provided NDA is an additional contract between the relevant users, and it should be completed before the protected stage identified by the applicable transaction workflow.

7. User Content, Profiles and Intellectual Property

7.1 Ownership of User Content

As between the User and ScaleDux, the User retains ownership of User Content submitted by the User, subject to third-party rights and the limited licences granted in these Terms.

Submission of User Content does not transfer ownership to ScaleDux and does not establish that the User owns every item. The User remains responsible for obtaining the rights and permissions required to submit, display, share and use the content.

7.2 Operational Licence to ScaleDux

The User grants ScaleDux a non-exclusive, worldwide, royalty-free and sublicensable licence to host, store, reproduce, format, transmit, display, secure, back up and otherwise process User Content only to the extent reasonably necessary to:

(a) provide the Platform feature or service requested by the User and administer the relevant role, access grant or transaction;

(b) maintain, support, troubleshoot, secure and improve the reliability, usability and performance of the Platform;

(c) prevent, detect, investigate and respond to fraud, abuse, security incidents, Circumvention, unlawful Content and breaches of the applicable documents;

(d) comply with Applicable Law, a lawful request, record-retention duty, audit, dispute, Chargeback or enforcement process; and

(e) create aggregated or de-identified usage information and operational insights that do not identify a User or disclose Confidential Information.

(f) publicly display, transmit, distribute, cache, serve, index and otherwise make available User Content that the User intentionally submits to a Public Project Posting or another field identified as public, including through ScaleDux webpages, application programming interfaces, content-delivery providers and search-engine access.

ScaleDux shall not sell User Content. ScaleDux shall not use Restricted Platform Information, private messages, Project Materials, Deliverables, Data Room material, dispute evidence or personal data to train a general-purpose generative artificial-intelligence model, or permit a third party to do so, unless the affected User has affirmatively opted in through a specific control and ScaleDux has satisfied the applicable notice, confidentiality, intellectual-property and data-protection requirements.

ScaleDux may use automated systems for authorised matching, ranking, moderation, fraud prevention, security, support, quality evaluation, personalisation or another disclosed Platform function, provided that the processing is described in the Privacy Policy, is limited to the stated purpose and is subject to the controls required by Applicable Law.

This licence continues only for so long as the User Content is retained for an active Platform purpose or lawful retention requirement. The Privacy Policy governs personal data, deletion requests, retention, data-subject rights and the use of aggregated or de-identified information.

7.3 User Content Responsibilities

A User who submits User Content to a Public Project Posting or another public field acknowledges that the content may be accessed without an Account, downloaded, copied, cached, indexed, quoted or shared outside ScaleDux.

The User shall not submit Confidential Information, credentials, trade secrets, raw customer data, sensitive personal data, source code, restricted documents or information subject to an NDA to a Public Project Posting. The User represents that the User has all rights, permissions, notices and lawful authority required to make the submitted content public.

ScaleDux may remove, restrict or disable public User Content under these Terms and the Community Guidelines. ScaleDux does not guarantee that removal will delete copies already retained by another person, search engine, cache, archive or external service.

7.4 Content Moderation

ScaleDux may review, restrict, remove, preserve or disable access to User Content where required by law, a competent authority or these Terms, or where ScaleDux reasonably considers the content unlawful, harmful, fraudulent, misleading, infringing, unsafe or inconsistent with the Community Guidelines.

Content moderation is not a general guarantee that ScaleDux has reviewed, verified or approved all User Content.

7.5 ScaleDux Intellectual Property

As between ScaleDux and the User, ScaleDux or its licensors own all right, title and interest in the Platform Materials, including the ScaleDux name, corporate identity, product names, logos, service marks, trademarks, domain names, application names, slogans, trade dress and visual identity; the websites, web applications, mobile applications, dashboards, application programming interfaces, software development kits, integrations, source code, object code, scripts, architecture, databases, database selection and arrangement, data models and technical infrastructure; and all algorithms, matching, ranking, recommendation and fraud-prevention logic, taxonomies, ontologies, scoring or assessment frameworks, questionnaires, workflows, forms, templates, reports, charts, dashboards, user-interface and user-experience elements, design systems, graphics, icons, audio-visual materials, copy, blogs, Help Centre content, training materials, documentation, specifications, processes, methods, inventions, know-how, confidential information, updates, improvements and derivative works created by or for ScaleDux.

The Platform Materials are protected, as applicable, by copyright, trademark, design, patent, database, trade-secret, confidentiality, unfair-competition and other intellectual-property or proprietary-right laws. This clause does not give ScaleDux ownership of User Content or of material identified as belonging to a third party.

Subject to these Terms, ScaleDux grants the User a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Platform Materials solely through the authorised Platform interface for the User’s lawful internal purpose. No other licence or right is granted by implication, estoppel or otherwise.

Except to the extent that a restriction cannot lawfully be excluded, the User shall not copy, reproduce, republish, distribute, translate, adapt, modify, create derivative works from, sell, rent, licence, sublicense, assign, commercially exploit, mirror, frame, re-host, scrape, extract, index, benchmark for publication, reverse engineer, decompile, disassemble, discover source code, bypass access or usage controls, remove proprietary notices, use ScaleDux marks without permission, use Platform Materials to train or evaluate an external model or competing system, or use any Platform Material to build or support a competing marketplace, assessment, database, application or service.

A suspected infringement of ScaleDux intellectual property may result in access restriction, preservation of relevant records, a takedown request, civil proceedings or another remedy available under Applicable Law, without affecting any defence or right that the User may lawfully exercise.

7.6 Project and Transaction Intellectual Property

Intellectual-property ownership, licensing, assignment, payment conditions, permitted use, Background Intellectual Property, open-source software, third-party material, portfolio use, confidentiality, Handover and transfer of rights in any Project, service package, mentorship output, pitch material, Data Room document or other user-to-user transaction shall be governed by the applicable Transaction Terms, Transaction Record and any additional agreement validly accepted by the relevant Users.

The submission, upload, display, review, download, possession or receipt of User Content; the submission or acceptance of a Proposal or Offer; the initiation or capture of a payment; or the use of a Platform workspace does not, by itself, assign, transfer or waive intellectual-property rights. Until the applicable Transaction Terms and Transaction Record expressly grant a right, the recipient receives only the limited access reasonably necessary to evaluate, administer, review or perform the relevant transaction.

Each User remains responsible for establishing and preserving the chain of title required for the rights that the User promises to grant, including appropriate written rights from employees, founders, Agency personnel, contractors and subcontractors; disclosure and compliance for open-source and third-party components; and any consent or waiver required for attribution, moral rights, publicity, privacy or portfolio use.

ScaleDux does not acquire ownership of user-to-user Deliverables merely by hosting or processing them, does not verify that a User owns or may transfer a claimed right, and does not adjudicate copyright, patent, trademark, trade-secret or other ownership disputes. ScaleDux may, however, review Platform records and apply content, access, payment-hold or account measures for Platform administration under the applicable terms.

7.7 Feedback Provided to ScaleDux

Where a User voluntarily provides Feedback, the User grants ScaleDux a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to use, reproduce, modify, adapt, combine, publish, commercialise, implement and otherwise exploit that Feedback for any lawful purpose, without an obligation to compensate, credit or obtain further approval from the User.

The User represents that the User is authorised to provide the Feedback and that ScaleDux’s permitted use will not infringe another person’s rights. ScaleDux is not required to use, develop, respond to or maintain confidentiality over Feedback unless ScaleDux has expressly agreed otherwise in writing before the disclosure.

This clause does not transfer ownership of unrelated User Content, personal data or Confidential Information, and it does not authorise ScaleDux to publish information that the User clearly submitted for support, security reporting, a private transaction or another purpose inconsistent with treatment as Feedback. The Privacy Policy continues to apply to personal data included in any communication.

8. Platform Introductions, Disintermediation, Non-Circumvention and External Collaboration

8.1 Purpose and Commercial Basis

ScaleDux invests in technology, discovery, trust, verification, communication, payment administration, records, reviews, support, security and marketplace development so that Users may find and transact with one another. Circumvention transfers the commercial benefit of that investment outside the Platform while avoiding the ScaleDux Charges and controls that support the marketplace.

This section protects Platform Introductions and Covered Commercial Relationships without prohibiting legitimate communication or delivery tools. It shall be interpreted narrowly to prevent intentional bypass of ScaleDux, not as a general restraint on a User’s lawful trade or unrelated business.

8.2 Covered Scope and Commercial Relationship

This section applies only where a Platform Introduction gives rise to a Covered Commercial Relationship during the Protection Period. It applies to both parties to that relationship and to any person or entity used by either party to continue, replace, receive, perform or pay for the Covered Services.

The restriction concerns the same or substantially related paid activity. It does not give ScaleDux ownership of a User’s general business, customer base, professional career, investment rights or unrelated commercial opportunities.

8.3 When a Platform Introduction Occurs

A Platform Introduction occurs on the first Qualifying Introduction Event that materially facilitates a later Covered Commercial Relationship. Depending upon the feature, that event may include an Invitation sent or responded to, Proposal or expression of interest submitted, authorised message or enquiry initiated, Service Package enquiry or purchase, mentorship enquiry or Booking, Data Room request or Access Grant, meeting arranged through ScaleDux, Offer sent or accepted, or another event that the Platform clearly identifies before the action as starting the Protection Period.

A passive search result, algorithmic match, profile or Project view, or saved item does not by itself start the Protection Period unless the Platform clearly identifies the event in advance as a Qualifying Introduction Event and gives the affected User clear notice. Such passive activity may be considered with other evidence when determining whether a User identified another User or opportunity through ScaleDux.

Where a User uses Platform Information obtained through a passive view, search, match or saved item to make an unauthorised external contact, solicitation, contract or payment, the attempted or completed external contact may itself constitute the Qualifying Introduction Event where reasonably sufficient Platform and external evidence establishes that the relationship arose from ScaleDux.

The fact that a User later locates public contact details, communicates through an External Channel, changes the transaction label or uses a Connected Person does not erase the Platform Introduction.

8.4 Permitted External Collaboration

Users may use Google Meet, Microsoft Teams, Zoom, telephone, email, Slack, GitHub, Figma, cloud storage, calendars and other suitable External Channels for authorised communication, meetings and delivery, provided that the Covered Commercial Relationship, required payment and Material Decisions remain administered in accordance with the Platform workflow.

Permitted External Collaboration does not authorise direct payment, an external replacement contract, concealment of scope or value, removal of material records, misuse of information or another act that would constitute Circumvention.

8.5 Means of Direct Contact and Contact Details

ScaleDux may mask or restrict Means of Direct Contact until the stage at which direct communication is reasonably required. A User shall not defeat that restriction by placing contact details in a profile, image, attachment, Proposal, portfolio, source file, QR code, spaced text, coded expression, external link or another concealed form.

Where contact information becomes visible through an authorised meeting or workflow, it may be used only for the permitted interaction and shall not be used to bypass ScaleDux, add a person to marketing lists, solicit unrelated business or approach that person’s employees, customers, investors, suppliers or associates without authority.

8.6 Prohibited Solicitation to Leave ScaleDux

A User shall not propose, suggest, encourage or pressure another User to manage, contract, invoice or pay outside ScaleDux by stating or implying that the parties will save Platform Charges, taxes, processing costs, time, review consequences, evidence requirements or other obligations.

Prohibited solicitation includes offering a lower price or additional value only if the other User leaves ScaleDux; asking whether the relationship should be managed on or off ScaleDux; directing the User to an external website, marketplace, entity or invoice; or describing an external arrangement as safer, private, confidential, tax-free, standard or approved by ScaleDux when it is not.

8.7 Prohibited Off-Platform Contracting and Payment

A User shall not replace, supplement or continue a Covered Commercial Relationship through an external contract, purchase order, statement of work, employment invoice, advisory agreement or other arrangement for the purpose of avoiding the required Platform workflow.

A User shall not request, offer, accept or direct payment through personal UPI, QR code, bank transfer, cash, cheque, cryptocurrency, wallet, gift card, foreign account, payment link, affiliate invoice or another method outside the enabled Platform payment process, unless ScaleDux has given prior written approval.

8.8 Partial, Split, Disguised and Deferred Transactions

Circumvention includes keeping only a nominal amount, first Milestone or base package on ScaleDux while paying the balance, later Milestones, add-ons, customisations, maintenance, licence, reimbursement, retainer, referral fee, employment amount or other consideration outside the Platform.

An arrangement shall be assessed according to its substance and economic effect. Renaming consideration, changing the payer or recipient, delaying payment until Account closure or dividing work among multiple contracts does not remove it from this section.

8.9 Repeat, Renewal, Extension and Related Work

During the Protection Period, Covered Services include repeat Projects, renewals, extensions, additional Milestones, support, maintenance, upgrades, implementation, advisory assistance, related Deliverables and other paid work substantially connected to the original Platform Introduction.

A new title, scope label, entity, Service Package, procurement route or contract form shall not remove substantially related work from the Covered Commercial Relationship.

8.10 Indirect Circumvention and Connected Persons

A User shall not use an Agency, employee, subcontractor, affiliate, portfolio company, family member, colleague, referral recipient, replacement entity, Related Account or other intermediary to perform, purchase, receive or pay for Covered Services outside ScaleDux.

A referral to another person may constitute Circumvention where it is arranged to avoid ScaleDux or where the referring or connected User receives a direct or indirect benefit from the off-Platform relationship.

8.11 Cross-Role, Advisory, Employment and Co-Founder Arrangements

A User shall not relabel Covered Services as mentorship, advisory support, employment, internship, co-founder work, revenue share, equity, options, future compensation, barter or another cross-role arrangement to avoid the required Platform transaction.

A genuine employment, advisory or co-founder relationship may be legitimate where it reflects the real substance of the relationship and not disguised service payment. Where such a relationship arises from a Platform Introduction during the Protection Period and replaces or continues Covered Services, the Users shall disclose it to ScaleDux and obtain an Approved Conversion or written release before moving the relationship outside the Platform.

8.12 Genuine Investment Activity

A genuine investment negotiation, subscription for securities or other lawful capital transaction between a Founder and Investor is not treated as payment for Covered Services merely because the parties met through ScaleDux. ScaleDux does not require investment funds to pass through its service-payment workflow unless a separate authorised product expressly provides otherwise.

This exception does not permit an Investor, Founder, Mentor, Expert or Agency to disguise a consulting fee, diligence fee, Founder fee, advisory service, referral payment, employment payment or other consideration as an investment.

8.13 Pre-existing Relationships and Unrelated Work

This section does not apply to a Pre-existing Relationship or to work that is genuinely unrelated to the Platform Introduction and does not arise from information, trust, access or opportunity obtained through ScaleDux.

A User relying on this exception shall notify ScaleDux when reasonably requested and provide contemporaneous evidence sufficient to establish the prior direct commercial relationship. Public availability of contact information, a prior social-media connection, attendance at the same event, common membership or general awareness of the other person is not sufficient by itself.

8.14 Approved Conversion, Written Release and Unsupported Transactions

Users may request an Approved Conversion or written release where they seek a bona fide employment, co-founder, advisory, long-term enterprise, unsupported transaction or other arrangement that cannot reasonably be administered through the then-current Platform.

ScaleDux shall assess the request in good faith and may require information concerning the proposed arrangement, completion of existing Platform obligations, settlement of outstanding ScaleDux Charges and acceptance of reasonable disclosed transition conditions. No conversion charge applies unless a separate conversion term and calculation method have been published or otherwise agreed before the conversion.

8.15 Payment Provider Disruption and Emergency Instructions

A Payment Provider outage, failed payment, delayed settlement, unavailable method or technical problem does not automatically authorise external payment. The Users shall follow the recovery, retry or alternative instructions issued through ScaleDux.

Where ScaleDux expressly authorises a temporary alternative process, the authority applies only to the identified transaction, amount, method and period and does not create a general waiver.

8.16 Duty to Reject, Preserve and Report

A User who receives a proposal to circumvent ScaleDux shall refuse the proposal, avoid making the external payment or contract, preserve relevant messages and evidence and report the matter through the Platform or the channel stated in the Community Guidelines.

A User shall not delete, alter or conceal a circumvention request, payment record, invoice, QR code, meeting message, contact exchange or other relevant evidence after becoming aware of a report, dispute or investigation.

8.17 Consequences of Off-Platform Contracting or Payment and Loss of Platform Protections

8.17.1 Eligible Platform Transaction

For the purposes of this clause 8.17 and clause 8.18, an Eligible Platform Transaction means the identifiable portion of a Project, Service Package, paid mentorship engagement or other User-to-User service transaction that satisfies all applicable requirements set out below:

(a) the relevant Offer, Order, Booking or other Transaction Record was created and accepted through the authorised ScaleDux workflow;

(b) the scope, Deliverables, price, Milestones, delivery period and other material commercial particulars were recorded through the applicable Transaction Record;

(c) the required User-to-User Service Amount was successfully captured through the payment method enabled by ScaleDux and the Payment Provider;

(d) ScaleDux issued an Activation Confirmation where activation is required;

(e) any material change to the scope, price, Milestones, delivery period, Deliverables, acceptance requirements or other commercial particulars was recorded through the applicable Change Order or Platform process; and

(f) the dispute concerns only the scope, amount and obligations properly recorded and administered through ScaleDux.

A Platform Introduction, profile view, saved item, Proposal, shortlist, Invitation, message, meeting, expression of interest, Data Room request or other preliminary interaction does not, by itself, convert a later external agreement or payment into an Eligible Platform Transaction.

8.17.2 Ineligibility of Off-Platform Commercial Claims

Where Users enter into, perform, extend, replace, renew, supplement or pay for Covered Services through an agreement or payment outside the required ScaleDux workflow, the corresponding external scope, amount, Deliverable, promise or obligation shall not be eligible for ScaleDux’s contractual transaction-dispute process.

In relation to an ineligible off-Platform transaction, ScaleDux shall not be required to:

(a) determine whether the external contract was formed, validly amended, performed, breached, terminated or rescinded;

(b) determine whether an external Deliverable complied with an external statement of work, purchase order, employment agreement, advisory agreement or other external arrangement;

(c) determine the value, quality, completeness or commercial usefulness of external work;

(d) calculate or award an amount allegedly payable under the external arrangement;

(e) direct a User to perform, revise, accept, reject, transfer, return or hand over anything under the external arrangement;

(f) process a Refund, payout adjustment, transfer reversal, Settlement Hold or payment release concerning money that ScaleDux and the Payment Provider did not administer;

(g) enforce an external payment promise, invoice, security, guarantee, investment commitment or other obligation;

(h) issue, correct or verify a Platform invoice, receipt, tax record or transaction confirmation for the external amount; or

(i) resolve the commercial merits of the external dispute.

ScaleDux may, at its discretion, facilitate limited communication or provide available Platform records without accepting responsibility for the external transaction or converting the matter into an Eligible Platform Transaction.

8.17.3 Platform Protections and Benefits That May Be Unavailable

The external or improperly recorded portion of a transaction shall not qualify for any protection, benefit, record or administrative process that is expressly dependent upon proper use of the ScaleDux transaction and payment workflow.

Depending upon the applicable feature and Transaction Terms, the unavailable protections and benefits may include:

(a) ScaleDux’s Project, Service Package, mentorship or other contractual transaction-dispute process;

(b) Platform Refund processing;

(c) payment capture confirmation and reconciliation through the Transaction Record;

(d) Settlement Hold, transfer hold, payout adjustment, transfer reversal or other Payment Provider administration;

(e) Milestone funding, submission, release and approval controls;

(f) Platform-based cancellation, termination or mutual-closure administration;

(g) Change Order and recorded scope-change protection;

(h) revision-request and acceptance-period controls;

(i) automatic approval, deemed acceptance or expiry records;

(j) Platform submission, delivery, rejection and acceptance records;

(k) Handover administration and credential-transfer records;

(l) Platform-generated invoices, receipts, tax records or payment confirmations for the external amount;

(m) public-review or rating eligibility arising from the external portion;

(n) verified Platform work history, earnings history or transaction history;

(o) Platform reminders, notifications and workflow deadlines concerning the external portion;

(p) Platform evidence establishing the complete external scope, amount, performance or payment; and

(q) any payment protection, transaction protection or administrative remedy expressly limited to transactions recorded and processed through ScaleDux.

This clause limits contractual eligibility for ScaleDux processes. It does not waive, extinguish or restrict a statutory or other legal right that cannot lawfully be waived.

8.17.4 Mixed, Split and Partially Off-Platform Transactions

Where a commercial relationship contains both a properly recorded Platform portion and an external, concealed, split or otherwise ineligible portion, ScaleDux may separate the transaction into eligible and ineligible components.

Only the scope and amount properly recorded and processed through ScaleDux may qualify for ScaleDux’s transaction-dispute process.

Without limitation:

(a) an external add-on, additional Milestone, customisation, maintenance arrangement, support fee, licence amount, reimbursement, retainer, balance payment or other external consideration does not become eligible merely because the original relationship began through ScaleDux;

(b) an external payment shall not increase the amount of any Platform Refund, payout, reversal, loss calculation or other Platform financial adjustment;

(c) an external Deliverable or promise shall not expand the scope recognised in the Transaction Record;

(d) a payment made partly through ScaleDux and partly outside ScaleDux may be treated as two separate components for eligibility purposes;

(e) where the records are materially mixed, incomplete or contradictory, ScaleDux may pause the transaction-dispute process while determining the eligible scope and amount;

(f) ScaleDux may require each User to identify and separate the Platform and external components of the claim; and

(g) deliberate concealment, false description or commingling may result in a separate Circumvention investigation and Account action.

A Circumvention violation shall not, by itself, cause automatic forfeiture of an otherwise established entitlement concerning a genuine Eligible Platform Transaction. Any financial consequence must be supported by the applicable Transaction Terms, these Terms and Applicable Law.

8.17.5 Review, Work History and Reputation Records

A review, rating, verified work history entry, earnings entry or transaction-completion record shall be based only upon the eligible scope and activity recognised by ScaleDux.

A User shall not:

(a) submit a Platform review concerning work performed entirely outside ScaleDux;

(b) include the value of external payments in Platform earnings or transaction claims;

(c) represent an external transaction as verified, protected or administered by ScaleDux;

(d) use an external transaction to manufacture Platform experience, transaction volume, reviews or standing; or

(e) request that ScaleDux modify a Platform record to reflect an external scope or amount.

Where an interaction contains both eligible and external components, ScaleDux may limit or remove review eligibility where the external component prevents a fair and reliable assessment of the eligible Platform transaction.

8.17.6 Conduct, Safety and Integrity Reports Remain Available

Ineligibility for ScaleDux’s contractual transaction-dispute process does not prevent ScaleDux from receiving or reviewing a report concerning:

(a) attempted or completed Circumvention;

(b) fraud, impersonation or materially deceptive conduct;

(c) harassment, threats, coercion, discrimination or retaliation;

(d) misuse of Confidential Information, Restricted Platform Information or Data Room information;

(e) misuse of credentials, systems, code, devices or access permissions;

(f) infringement or misuse of intellectual property;

(g) fabricated, altered, deleted or concealed evidence;

(h) review manipulation or reputational abuse;

(i) misuse of Related Accounts, affiliates or Connected Persons;

(j) child-safety, intimate-content or other urgent safety concerns;

(k) cybersecurity incidents, malware, phishing or account compromise; or

(l) another breach of these Terms, the Community Guidelines or Applicable Law connected to the Platform Introduction.

ScaleDux’s acceptance or investigation of such a report does not make the external transaction eligible for a Refund, payment recovery, payout adjustment or commercial adjudication.

8.17.7 ScaleDux Assistance After an External Transaction

Where Users contract or pay outside ScaleDux, ScaleDux may, where appropriate:

(a) preserve and review available Platform records;

(b) receive relevant external evidence voluntarily submitted by a User;

(c) investigate whether the conduct violated these Terms or the Community Guidelines;

(d) restrict, suspend or terminate Accounts or features;

(e) take proportionate action concerning Related Accounts where the available evidence justifies the action;

(f) provide records in response to a lawful request;

(g) refer a User to the appropriate Payment Provider, bank, authority or external remedy; or

(h) facilitate limited communication without assuming responsibility for the external commercial dispute.

ScaleDux does not guarantee that it can:

(a) trace, freeze, reverse or recover an external payment;

(b) compel a bank, UPI provider, wallet, foreign payment provider or other third party to take action;

(c) establish the terms of an external agreement;

(d) verify the identity or authority of an external payer or recipient;

(e) compel delivery, revision, acceptance, termination or Handover;

(f) calculate the value of external work;

(g) establish the tax, invoice or accounting treatment of the external transaction;

(h) recover lost revenue, profits, data, intellectual property or opportunity; or

(i) resolve the external dispute in favour of either User.

8.17.8 Investment, Employment, Advisory and Co-Founder Arrangements

A genuine investment transaction is not treated as a User-to-User service transaction merely because the Founder and Investor were introduced through ScaleDux. Unless a separately authorised ScaleDux product expressly provides otherwise, ScaleDux does not administer investment funds, determine investment merits or resolve disputes concerning investment commitments, securities, valuations, shareholder rights or investment completion.

An employment, advisory, internship, equity, co-founder or similar relationship shall not be used to disguise payment for Covered Services.

Where such a relationship genuinely replaces or continues Covered Services during the Protection Period, the Users shall comply with clause 8.11 and obtain an Approved Conversion or written release where required.

8.17.9 External and Statutory Remedies

A determination that a matter is wholly or partly ineligible for ScaleDux’s transaction-dispute process does not prevent a User from:

(a) exercising a right or remedy available under Applicable Law;

(b) approaching a court, tribunal, consumer commission, regulator, police authority or other competent authority;

(c) initiating an arbitration where a valid arbitration agreement applies;

(d) raising a lawful dispute with the bank, Payment Provider or payment-system participant that administered the external payment; or

(e) obtaining independent legal, tax, financial or professional advice.

ScaleDux does not represent either User in an external proceeding and does not provide legal advice concerning the external transaction.

8.17.10 No Assumption of Liability

ScaleDux’s receipt of a report, review of evidence, facilitation of communication, preservation of records or voluntary assistance shall not:

(a) make ScaleDux a party to the external contract;

(b) constitute an admission that ScaleDux administered or guaranteed the external transaction;

(c) create a duty to recover the external payment or enforce the external arrangement;

(d) waive the application of this clause 8.17;

(e) convert an ineligible transaction into an Eligible Platform Transaction; or

(f) exclude responsibility arising from ScaleDux’s own breach of a duty that cannot lawfully be excluded.

8.18 Determination of Transaction Eligibility, Investigation and Evidence

8.18.1 Eligibility Determination Precedes Commercial Merits

Where a User seeks a Refund, payment intervention, payout adjustment, cancellation remedy, Handover assistance or another transaction-specific remedy, ScaleDux may first determine whether the claimed scope and amount constitute an Eligible Platform Transaction.

The eligibility determination is separate from the later assessment of whether either User complied with the applicable Transaction Terms.

ScaleDux is not required to determine the quality, performance or breach of an external transaction before deciding that the external transaction is ineligible for the ScaleDux transaction-dispute process.

8.18.2 Administrative Eligibility Outcomes

ScaleDux may assign one or more of the following administrative outcomes:

Eligible Platform Transaction: The disputed scope and amount were properly recorded, accepted, processed and administered through ScaleDux.

Partially Eligible or Mixed Transaction: A defined portion of the disputed scope or amount was administered through ScaleDux, while another portion occurred outside the authorised workflow.

Ineligible Off-Platform Transaction: The disputed contract, scope, amount, payment, Deliverable or promise was entered into or performed outside the required ScaleDux workflow.

Conduct-Only Review: No Platform commercial remedy is available, but the facts may indicate Circumvention or another Community Guidelines violation.

Safety, Security or Legal Escalation: The matter involves an urgent safety, cybersecurity, fraud, confidentiality or legal issue requiring separate handling.

Insufficient Information: The available information does not permit a reliable eligibility determination, and additional information is required.

The assigned status determines eligibility for ScaleDux processes only and does not determine the parties’ rights or liabilities under external law.

8.18.3 Information Required From the Claiming User

A User seeking access to ScaleDux’s transaction-dispute process shall, where reasonably requested:

(a) identify the relevant Account and transaction identifier;

(b) identify the applicable Offer, Order, Booking, Service Package or other Transaction Record;

(c) state the scope, Deliverable, Milestone and amount concerned;

(d) identify the payment alleged to have been made through ScaleDux;

(e) disclose whether any amount, scope, agreement or payment occurred outside ScaleDux;

(f) separate the Platform and external components of a mixed transaction;

(g) provide complete and unaltered evidence reasonably available to the User;

(h) explain any material redaction, missing record, inconsistency or limitation;

(i) identify the remedy requested; and

(j) respond within the deadline communicated by ScaleDux.

A User shall not conceal an external payment or arrangement for the purpose of obtaining a Refund, payout, review, work-history entry or another Platform benefit.

8.18.4 Primary Platform Transaction Records

In determining eligibility, ScaleDux may place substantial administrative weight on its own transaction and payment records, including, to the extent such records exist and are retained:

(a) accepted Offers, Orders and Bookings;

(b) Transaction Records and transaction identifiers;

(c) recorded scope, Deliverables and Milestones;

(d) recorded price and User-to-User Service Amount;

(e) Payment Provider payment and capture identifiers;

(f) Activation Confirmations;

(g) Change Orders;

(h) submission and delivery records;

(i) revision, rejection, approval and acceptance records;

(j) cancellation, termination and closure records;

(k) Refund, payout, transfer, Settlement Hold and reversal records;

(l) Handover records; and

(m) Platform-generated invoices, receipts and payment confirmations.

These records ordinarily establish what ScaleDux and the Payment Provider administered. They do not conclusively determine every external legal or factual question.

8.18.5 Supporting Platform Records

ScaleDux may also consider, to the extent available:

(a) Project and Service Package descriptions;

(b) Proposals, Invitations, shortlists and expressions of interest;

(c) Platform messages and attachments;

(d) meeting links and Platform-recorded meeting summaries;

(e) access, session and activity logs;

(f) Data Room permissions, access history, views and downloads;

(g) file-upload, version and submission history;

(h) Account, role, authority and Related Account information;

(i) identity and Verification results;

(j) support communications;

(k) review and rating eligibility records; and

(l) other records generated through the relevant Platform workflow.

ScaleDux does not represent that every communication, meeting, external file or User activity is continuously monitored or retained.

8.18.6 External Evidence

A User may voluntarily submit relevant external evidence, including:

(a) email, WhatsApp, Telegram, SMS or other message records;

(b) Microsoft Teams, Google Meet, Zoom or other meeting communications;

(c) an external statement of work, purchase order, contract, employment document, advisory document or invoice;

(d) bank statements, UPI confirmations, payment links, QR codes, receipts or foreign-payment records;

(e) external delivery, submission, acceptance, cancellation or refund records;

(f) screenshots, recordings or transcripts lawfully obtained and disclosed;

(g) source files, document versions, metadata or access records;

(h) admissions, acknowledgements or other relevant communications; and

(i) other material reasonably connected to the eligibility determination or conduct investigation.

ScaleDux may consider external evidence but does not guarantee its authenticity, completeness, accuracy or legal admissibility.

Electronic and digital records shall be considered in accordance with Applicable Law, including the requirements governing electronic records under the Bharatiya Sakshya Adhiniyam, 2023.

8.18.7 Circumstantial and Relationship Evidence

ScaleDux may consider the combined effect of relevant circumstances, including:

(a) cancellation, expiry or closure of a Platform transaction followed by substantially similar direct work;

(b) a nominal Platform payment accompanied by a larger external payment;

(c) payment to an affiliate, family member, employee, subcontractor, replacement entity or Related Account;

(d) an external invoice or agreement corresponding to the Platform requirement;

(e) an offer to reduce the price or provide additional value in return for leaving ScaleDux;

(f) concealment of contact or payment information in Content, images, attachments, QR codes, links or coded expressions;

(g) admissions that the Users intended to avoid ScaleDux Charges or controls;

(h) creation of a replacement entity or arrangement soon after the Platform Introduction;

(i) repeated commercial relationships between associated Users or Related Accounts; and

(j) materially inconsistent explanations concerning the scope, payment, payer, recipient or relationship.

No single weak indicator shall automatically establish Circumvention. ScaleDux shall consider the available evidence as a whole.

8.18.8 Authenticity, Completeness and Evidence Preservation

Evidence submitted to ScaleDux must be authentic, relevant, complete in material respects and unaltered.

A User shall not:

(a) fabricate, edit, crop, backdate or manipulate evidence to create a misleading impression;

(b) provide a selective extract while concealing materially contradictory context;

(c) alter metadata, payment information, account information or timestamps;

(d) delete or destroy relevant records after becoming aware of a report, dispute or investigation;

(e) impersonate another person or submit evidence without authority; or

(f) misrepresent an external payment as a Platform payment.

ScaleDux may require an original file, fuller conversation, payment identifier, metadata, written explanation or other information reasonably necessary to assess the evidence.

8.18.9 Failure to Cooperate

Where a User fails to provide reasonably requested information within the communicated deadline, ScaleDux may:

(a) decide the eligibility question on the information available;

(b) classify the matter as Insufficient Information;

(c) exclude an unsupported scope or amount;

(d) close or pause the transaction-dispute process; or

(e) continue a separate conduct or safety investigation where appropriate.

Failure to cooperate may be considered with other evidence but shall not, by itself, constitute a finding of fraud, Circumvention, criminal guilt or civil liability.

8.18.10 Eligibility Decision

ScaleDux shall communicate the administrative eligibility outcome through the Platform, email or another recorded channel.

The communication may identify:

(a) the assigned eligibility status;

(b) the recognised Platform transaction;

(c) the scope and amount treated as eligible;

(d) any external or unsupported scope and amount excluded;

(e) the principal records relied upon;

(f) the additional information required, where the status is Insufficient Information;

(g) whether a separate conduct, safety or security review will continue; and

(h) any internal review process made available under the applicable Transaction Terms or published workflow.

ScaleDux may withhold or redact information where disclosure would compromise another person’s privacy, Confidential Information, security controls, legal privilege, fraud-prevention methods or a lawful investigation.

8.18.11 Internal Review

A User may request an internal review of an eligibility decision within the period stated in the eligibility notice.

The request must identify:

(a) a material factual error;

(b) an eligible Platform record that was not considered;

(c) an incorrect allocation between the Platform and external portions;

(d) new material evidence that could not reasonably have been submitted earlier; or

(e) a material procedural error.

A general disagreement without an identified error or relevant evidence does not require a fresh investigation.

An internal review does not automatically suspend a transaction control, Account restriction, evidence hold or safety measure.

8.18.12 Limited Effect of the Eligibility Decision

An eligibility decision:

(a) determines access to ScaleDux’s contractual processes only;

(b) does not determine the enforceability of an external agreement;

(c) does not determine criminal guilt, fraud, professional negligence, intellectual-property ownership or civil damages;

(d) does not bind a court, tribunal, consumer commission, regulator, bank, Payment Provider or other competent authority;

(e) does not prevent ScaleDux from separately enforcing these Terms or the Community Guidelines; and

(f) does not prevent a User from pursuing an external remedy available under Applicable Law.

8.19 Account and Feature Enforcement

Depending on seriousness, intent, completion, repetition, concealment, cooperation and risk, ScaleDux may issue guidance or a warning; remove or restrict contact information; limit messaging, proposing, purchasing, payment or Data Room features; require re-verification; suspend or terminate an Account; act on Related Accounts where the evidence justifies it; or take another proportionate Platform measure under clauses 11 and 15.

An attempted Circumvention may justify action even where no external payment was completed. A completed, coordinated, repeated or fraudulent arrangement may justify stronger action.

8.20 Financial Remedies and No Automatic Penalty

A material breach may entitle ScaleDux to recover unpaid ScaleDux Charges that would otherwise have become payable, reasonable direct loss caused by the breach and other relief available under Applicable Law, subject to proof, causation, mitigation and any limitation that cannot lawfully be excluded.

This section does not create an automatic punitive penalty, permit ScaleDux to choose an arbitrary amount or authorise recovery exceeding reasonable compensation allowed by law. ScaleDux shall identify the contractual and factual basis of an amount claimed.

8.21 Twelve-Month Protection Period and Survival

The non-circumvention obligation applies during the Protection Period of twelve months beginning on the Platform Introduction. ScaleDux may revise the period prospectively after legal and commercial review by updating these Terms and giving the notice required by clause 1.6.

Expiry of the Protection Period does not release an active Platform transaction from its payment, confidentiality, intellectual-property, evidence, review, Handover or dispute obligations, and does not validate a Circumvention that occurred during the Protection Period.

8.22 No Waiver Through Technical Availability, Silence or Delay

The technical ability to view contact details, open an external link, create an external contract, send a direct payment or continue communicating after Account closure does not constitute permission from ScaleDux.

A delay in detection, investigation or enforcement, or a failure to act on one occurrence, does not waive the application of this section to the same or another occurrence, subject to clause 21.5 and Applicable Law.

User guidance: External meetings and collaboration tools are allowed when used for legitimate communication and delivery. The contract, required payment and material transaction decisions must remain on ScaleDux unless ScaleDux gives a written release or Approved Conversion.

9. ScaleDux Charges, User-to-User Amounts, Payments and Taxes

9.1 Separate Financial Components

A payment made through ScaleDux may contain separate components, including a user-to-user service amount, ScaleDux Charges, applicable taxes and an approved third-party cost. The checkout or transaction record shall identify the components applicable to the payment.

A refund, cancellation or termination rule applying to a user-to-user service amount does not automatically apply to a ScaleDux Charge that has already been earned, and a rule applying to a ScaleDux Charge does not determine the amount payable between Users.

9.2 ScaleDux Charges

ScaleDux may charge onboarding, verification, marketplace, subscription, transaction, commission, assessment, premium-feature or other fees that are displayed before the User incurs them. The applicable pricing page or feature screen forms part of the fee disclosure.

A ScaleDux Charge becomes earned at the event stated in the applicable fee description. An earned charge is ordinarily non-refundable, except where ScaleDux made a duplicate or unauthorised charge, the relevant ScaleDux service was not supplied, a specific fee rule provides otherwise, or Applicable Law requires a refund.

ScaleDux may change an ongoing fee or introduce a new mandatory fee after reasonable advance notice. A fee change shall not alter the fee already accepted for an active transaction unless the applicable transaction terms expressly permit the change.

9.3 User-to-User Service Amounts

Amounts payable for a Project, service package, mentorship engagement or other user-to-user service are governed by the applicable Transaction Terms and Transaction Record. Those documents determine funding, earning, approval, release, cancellation, refund, reversal, recovery and handover treatment.

ScaleDux does not become the provider of the underlying service merely because payment is processed through the Platform.

9.4 Payment Providers and Current Payment Architecture

ScaleDux presently uses Razorpay as a Payment Provider and may use Razorpay Route or other Razorpay products to facilitate payment-linked transfers to provider-linked recipient accounts, Settlement Holds, releases, transfer reversals, bank settlements, Refunds and related processing. ScaleDux may replace or add an authorised Payment Provider where reasonably necessary, subject to the applicable notice, Privacy Policy and transaction disclosures. A User shall use only the payment method enabled for the relevant transaction and shall comply with clause 8 concerning direct, alternative, split and disguised payments.

The User may be required to accept or comply with the Payment Provider’s terms, Verification, risk, bank-account, mandate, network and processing requirements. A Payment Provider, bank, issuer, card network, unified payments interface participant or other payment-system participant may independently approve, reject, delay, reverse or investigate a transaction under its own rules.

ScaleDux does not store full card credentials and does not operate a bank account for Users, stored-value wallet, deposit product, payment system, trust account or regulated escrow service. A Settlement Hold, delayed settlement, reserve or similar payment control is a provider-supported processing control and is not escrow. If ScaleDux introduces a regulated escrow or materially different custody arrangement in the future, ScaleDux shall identify the provider, legal structure, applicable fees and separate terms before the User is required to use it.

Payment initiation, authorisation, capture, transfer creation, Settlement Hold, settlement release, bank settlement, transfer reversal, Refund approval, Refund submission and Refund completion are separate events and may occur at different times. A message concerning one event shall not be interpreted as confirmation that every later event has occurred.

9.5 Payment Failures, Holds, Evidence, Reconciliation and Chargebacks

9.5.1 Failed, Pending and Uncertain Payment States

A payment may fail, remain pending, be duplicated, be authorised but not captured, be captured without successful Platform activation, be delayed in transfer or settlement, be reversed, become subject to a Chargeback, or require reconciliation. Where a status is uncertain, the User shall not make a duplicate payment or treat funds as finally received until the Platform or Payment Provider confirms the applicable state.

ScaleDux may suspend activation, release, Refund or another financial action while a payment status is reconciled. ScaleDux shall use reasonable efforts to correct an internal processing error and shall not require a User to pay twice for the same confirmed obligation.

9.5.2 Holds and Financial Risk Controls

ScaleDux or the Payment Provider may place or continue a Settlement Hold, delay a release, restrict a payout, reject a payment, initiate a reversal or require further review where reasonably necessary because of an active dispute, Chargeback, suspected unauthorised transaction, fraud signal, account compromise, Verification inconsistency, legal request, provider rule, unusual payment pattern, transaction mismatch, missing tax or bank information, security concern or another risk identified in the applicable Payment and Payout Terms.

A hold shall, where technically and legally practicable, be limited to the amount or transaction reasonably affected by the identified risk. A hold is not a forfeiture and does not, by itself, determine the final entitlement of either User.

9.5.3 Evidence and User Cooperation

Where ScaleDux or a Payment Provider requests information for a payment, Refund, reversal, reconciliation or Chargeback, the User shall provide complete, accurate, authentic and unaltered information by the deadline displayed in the Platform notice or specified by the Payment Provider. The request may require identity or authority records, the applicable Transaction Record, invoice or receipt, payment confirmation, bank statement, User communications, proof of service or delivery, access or activity logs, Submission and Approval records, cancellation or Refund evidence, Handover records, or another document reasonably connected with the transaction.

ScaleDux may request clarification, metadata, an original file, a declaration or additional evidence where the initial material is incomplete, inconsistent or reasonably appears unreliable. The User shall preserve relevant records while a case is open and shall not alter, conceal, fabricate or destroy evidence.

Failure to respond by the applicable deadline may result in the Payment Provider or ScaleDux deciding the administrative or financial process on the available record, declining to contest a Chargeback, continuing a hold, processing a reversal or Refund, restricting an Account, or taking another action permitted by the applicable terms and Applicable Law. No such consequence shall convert ScaleDux into the adjudicator of an external legal claim.

ScaleDux may provide relevant evidence to the Payment Provider, acquiring or issuing bank, payment network, competent authority, court, arbitrator or affected transaction participant to the extent reasonably necessary for the process and permitted by the Privacy Policy and Applicable Law.

9.5.4 Chargeback Decisions and Duplicate Recovery

A User shall not initiate a Chargeback, bank reversal or payment complaint in bad faith, after knowingly receiving an agreed Refund, or for the purpose of obtaining duplicate recovery. A genuine complaint concerning an unauthorised payment, non-receipt or another payment-network ground is not prohibited.

The issuing bank, payment network or Payment Provider may determine whether a Chargeback is accepted, contested, won or lost. ScaleDux may submit evidence and communicate the relevant Transaction Record, but does not guarantee the outcome or control the decision timetable.

Where a User receives or becomes entitled to both a Refund and a Chargeback credit for the same amount, ScaleDux may suspend one process, reduce the Refund, reverse a duplicate credit, exercise an authorised set-off or otherwise reconcile the amounts so that the User does not recover more than the amount properly due.

9.5.5 Relationship with User-to-User Disputes

A Payment Provider decision addresses the payment-network process and does not necessarily determine Project quality, contractual breach, intellectual-property ownership, fraud, negligence or damages between Users. The applicable cancellation, Refund, dispute and Payment and Payout Terms shall govern ScaleDux’s Platform-level treatment of the user-to-user transaction.

ScaleDux shall not forfeit a user-to-user service amount solely because an Account is restricted. The applicable terms shall determine whether an amount is released, reversed, Refunded, retained for an approved obligation or recorded as outstanding recovery.

User guidance: Keep your Proposal, Offer, invoice, messages, delivery records, approvals and Refund records. Payment providers often require documentary evidence, and a missed response deadline can affect the result.

9.6 Taxes and Tax Information

Each User is responsible for taxes arising from the User’s own income, supplies and business activities, except to the extent ScaleDux is required to collect, deduct, withhold, report or remit an amount under Applicable Law.

A User shall provide accurate permanent account number, goods and services tax registration number, legal name, billing address, bank and other tax information reasonably required for invoicing, tax deduction, withholding, reporting, credit notes or statutory records. ScaleDux may restrict a payment or payout where required tax information is missing or inconsistent.

ScaleDux shall issue or make available invoices, deduction statements or certificates to the extent required under Applicable Law and the applicable transaction or fee structure.

9.7 Subscriptions and Recurring Payments

Where ScaleDux offers a recurring subscription, the plan screen shall identify the price, billing period, included features, renewal method and cancellation process. A recurring debit shall be processed only through an applicable mandate or payment-provider mechanism.

Cancellation ordinarily stops the next renewal and does not retrospectively cancel access already supplied for the current billing period, subject to the applicable plan terms and mandatory rights.

9.8 No Lending or Stored-Value Service

Unless ScaleDux launches a separately disclosed and lawfully structured feature, ScaleDux does not provide loans, credit, deferred-payment facilities, stored-value wallets or investment-fund custody.

User note: ScaleDux Charges and the service amount payable to another User are different. A Project refund decision may change the service amount, while an earned ScaleDux fee follows its own displayed fee rule.

10. Reviews, Ratings and Non-Public Feedback

10.1 Eligibility

ScaleDux may permit Users who participated in a qualifying transaction to submit a public review and non-public feedback after the transaction reaches an eligible outcome. A transaction cancelled before activation does not ordinarily create review eligibility.

Where a dispute, appeal or safety review is active, ScaleDux may delay review eligibility or publication until the relevant process is completed.

10.2 Public Reviews and Non-Public Feedback

A public review may be displayed on the reviewed User’s Platform profile and may contribute to a public rating. Non-public feedback may be visible to the reviewed User and ScaleDux but shall not be displayed to other Users unless the submitting User gives permission or disclosure is required by law.

For an Agency engagement, the public review shall ordinarily attach to the Agency Account rather than to each individual team member.

10.3 Review Standards

A review shall be based on a genuine Platform experience, shall be accurate as to factual assertions, shall not disclose Confidential Information or personal data without authority, and shall not contain threats, extortion, discriminatory abuse, unlawful allegations or irrelevant content.

A User shall not purchase, exchange, fabricate, manipulate or condition a review on free work, a refund, payment, scope expansion or another improper benefit.

10.4 Publication, Editing and Responses

Review publication timing, editing, response and display rules shall follow the functionality and notice shown at the time of submission. ScaleDux shall not represent that a review is permanent where the review may lawfully be removed, corrected or restricted.

ScaleDux may preserve a review record for moderation, dispute or legal purposes even where public display is restricted.

10.5 Moderation

ScaleDux may investigate and remove, restrict or annotate a review that violates these Terms, the Community Guidelines or Applicable Law. ScaleDux shall not remove a review merely because the reviewed User disagrees with a genuine opinion.

A User may report a review through the grievance mechanism and should identify the specific policy or legal ground relied upon.

11. Community Conduct and Prohibited Activities

11.1 Community Guidelines

Every User shall comply with the Community Guidelines. A breach of the Community Guidelines constitutes a breach of these Terms where the conduct relates to the Platform, a Platform-created relationship or information obtained through the Platform.

11.2 Prohibited Conduct

The examples in this clause are not exhaustive. A User shall not create, request, offer, transmit, store, publish, facilitate, finance, promote or participate in content, services, communications or transactions that violate Applicable Law, create a material safety or integrity risk, or are prohibited by these Terms or the Community Guidelines.

11.2.1 Unlawful or Harmful Content and Services

A User shall not use the Platform for content or services that belong to another person without authority; are defamatory, obscene, pornographic, sexually explicit, invasive of privacy or bodily privacy, or harmful to a child; involve child sexual abuse or exploitation material, non-consensual intimate imagery, trafficking, sexual exploitation, illegal gambling, unpermitted online gaming, money laundering, terrorist financing, unlawful weapons, explosives, controlled substances or another prohibited good or service; promote violence, terrorism, hatred or enmity; threaten the sovereignty, integrity, defence, security or public order of India; obstruct an investigation; incite a cognisable offence; or are otherwise prohibited by law.

11.2.2 Fraud, Impersonation and Misrepresentation

A User shall not impersonate another person or entity; create a false Account; submit forged, altered or fabricated identity, tax, banking, educational, employment, credential, company, financial, invoice, contract, legal or electronic records; misstate qualifications, experience, portfolio work, investment capacity, startup traction, revenue, customers or authority; operate a sham transaction; use synthetic, manipulated or deepfake content to deceive; engage in phishing, advance-fee fraud, fundraising fraud, investment fraud, payment fraud or chargeback abuse; or knowingly communicate materially false or misleading information that may reasonably be perceived as fact.

11.2.3 Safety, Harassment and Exploitation

A User shall not harass, threaten, stalk, dox, intimidate, bully, discriminate against, sexually harass, exploit, blackmail, extort, coerce or retaliate against another person; publish personal or sensitive information without authority; solicit sexual or unlawful conduct; pressure a User to provide money, equity, employment, access, personal benefit or an unrelated commercial advantage; or create a hostile, unsafe or abusive professional environment.

11.2.4 Cybersecurity, System and Automation Abuse

A User shall not introduce malware, ransomware, spyware, malicious code or harmful files; gain or attempt unauthorised access; obtain or misuse credentials; test vulnerabilities without written permission; interfere with service availability; bypass security, Verification, rate, plan, geographic or access controls; scrape, crawl, index, data-mine or extract Platform Information through unauthorised automated means; create automated or bulk Accounts; overload infrastructure; reverse engineer the Platform; manipulate application programming interfaces; or use bots, scripts or external tools in a manner that harms Users, systems or Platform integrity.

11.2.5 Transaction, Payment and Marketplace Manipulation

A User shall not engage in Circumvention or another breach of clause 8; create self-dealing, circular or fictitious transactions; collude on Proposals or pricing; submit dummy or unrelated Deliverables; steal or reuse unpaid work; withhold Founder-owned credentials or data as leverage; manipulate matching, ranking, recommendations, reviews or ratings; exchange a review for payment, a Refund, free work or another benefit; create false traction or referrals; use Related Accounts to evade a restriction; or conceal the true payer, recipient, purpose or beneficiary of a transaction.

11.2.6 Intellectual Property, Privacy and Confidentiality Abuse

A User shall not infringe or facilitate infringement of copyright, trademark, patent, design, database, trade-secret or other proprietary rights; plagiarise or pass another person’s work off as original; upload or disclose personal data, Confidential Information, Data Room material, credentials, source code or restricted documents without authority; use information obtained through one role or transaction for an unrelated competitive, recruitment, marketing, solicitation, investment or commercial purpose; or upload another User’s protected information to an external artificial-intelligence or analytics service contrary to clause 6.3.

11.2.7 Prohibited Professional, Academic and Regulated Activities

A User shall not request or provide academic cheating, examination impersonation, fabricated research, fake certificates, false references, forged documents, unlawful surveillance, stalking tools, credential theft, unauthorised hacking, malicious software, deceptive marketing, bribery, corruption, tax evasion, sanctions evasion or assistance designed to conceal unlawful conduct. A User shall not provide legal, medical, tax, accounting, investment, securities, credit, immigration or another regulated service without the licence, registration, authority and disclosures required by Applicable Law, and shall not use the Platform for a securities offer, pooled investment, crowdfunding, lending, guaranteed-return scheme or other regulated activity that ScaleDux has not expressly enabled under separately reviewed terms.

11.2.8 Catch-All and Evolving Risks

A User shall not engage in another act that ScaleDux reasonably determines, on documented grounds, is designed to evade these prohibitions, materially endangers a User or the public, compromises Platform security or payment integrity, facilitates an offence, exposes ScaleDux or a Third-Party Service to legal or regulatory breach, or is substantially similar in purpose or effect to a prohibited activity identified above.

ScaleDux may update the Community Guidelines to address new forms of fraud, synthetic-media abuse, cybersecurity misuse, regulated activity or public harm. The absence of a specific example from these Terms does not make conduct permissible where the conduct is unlawful, unsafe or materially inconsistent with the purpose of the Platform.

User guidance: The prohibited-conduct list gives examples, not loopholes. If an activity is illegal, deceptive, abusive, unsafe, infringing or designed to bypass Platform safeguards, it is not permitted merely because its exact name is not listed.

11.3 Fraud and Risk Checks

ScaleDux and its payment, verification or risk-service providers may conduct identity, fraud, sanctions, payment-security or other risk checks where appropriate. A regulated service provider may retain records or make reports required under the laws applicable to that provider.

ScaleDux does not represent that it is a reporting entity under the Prevention of Money-Laundering Act, 2002 or that it files reports with the Financial Intelligence Unit unless ScaleDux becomes legally subject to those obligations and updates its published terms accordingly.

11.4 Professional Environment

Platform communications and Platform-facilitated calls shall be conducted professionally. ScaleDux may take immediate protective action in response to a credible report of sexual harassment, threat, exploitation, doxxing, stalking or another serious safety risk, without purporting to replace any statutory complaint or criminal process.

11.5 Reporting Misconduct

A User may report suspected misconduct in good faith through the grievance or support channel. ScaleDux shall not penalise a User merely because a good-faith report is not ultimately substantiated, but a knowingly false or malicious report may result in enforcement.

12. Third-Party Services

12.1 External Providers and Integrations

The Platform may integrate or link to payment providers, verification providers, cloud services, communication tools, DigiLocker-supported workflows, analytics services and other third-party systems. A User’s use of a third-party service may be governed by the provider’s terms and privacy practices.

ScaleDux is responsible for its selection and integration of providers to the extent required by Applicable Law and contract, but does not control an independent provider’s systems, network rules, downtime or decisions.

12.2 External Links

A link to an external website does not constitute endorsement. The User is responsible for evaluating the website, its terms and the information submitted to it.

12.3 Provider Changes

ScaleDux may replace a provider or integration where reasonably necessary. The Privacy Policy shall be updated where the change materially affects personal-data processing.

13. ScaleDux’s Role and User-to-User Relationships

13.1 Technology Intermediary

ScaleDux intends to operate as a technology intermediary in relation to third-party information and user-to-user communications hosted or transmitted through the Platform, subject to the conditions and due-diligence requirements of Applicable Law.

ScaleDux may rely on statutory intermediary protections only to the extent the legal conditions for those protections are satisfied. Nothing in these Terms excludes ScaleDux’s own obligations under Applicable Law.

13.2 ScaleDux Is Not the Underlying Service Provider

Unless ScaleDux expressly enters a separate written agreement stating otherwise, ScaleDux is not a party to the underlying Project, service package, mentorship engagement, investment negotiation, NDA or other user-to-user arrangement.

ScaleDux does not employ, supervise or control an Expert, Agency or Mentor merely because the User uses the Platform. ScaleDux does not become a Founder, co-founder, investor, partner, agent, fiduciary, guarantor or joint venturer in a User’s business or transaction.

13.3 No Proactive Certification or Monitoring

ScaleDux does not routinely verify education, work history, professional credentials, portfolio originality, intellectual-property ownership, startup claims, investment capacity, Deliverable originality or service quality unless the Platform expressly identifies the particular check performed.

ScaleDux does not continuously monitor every message, file, service, mentorship session or investment evaluation, but may use automated and manual controls for security, legal compliance, moderation, fraud prevention, support and enforcement.

13.4 Administrative Review When a Case Is Raised

Where a cancellation, refund, payment, content, conduct or transaction dispute is raised, ScaleDux may review Platform records and submitted evidence to make an administrative decision concerning Platform status, access, payment holds, release instructions, refund eligibility, recognised transaction value, handover, review eligibility or enforcement under the applicable terms.

A ScaleDux administrative decision is made for operation of the Platform and allocation of matters subject to the Platform’s contractual control. It is not a judicial finding of fraud, negligence, criminal conduct, infringement, legal ownership, professional malpractice or external damages, and it does not bind a court, regulator, payment network or third party.

13.5 User Due Diligence

Each User is responsible for evaluating another User, the proposed transaction, the relevant qualifications, scope, risks, legal requirements and commercial suitability before proceeding. A verification badge, rating, match indicator, SCORE output, profile or Platform recommendation is informational and is not a guarantee or endorsement. A User shall also evaluate and reject any request to contract or pay outside ScaleDux contrary to clause 8.

13.6 Independent Business and Statutory Classification

Users who provide services through ScaleDux ordinarily intend to act as independent businesses. The legal classification of a relationship depends on the actual facts and Applicable Law and cannot be conclusively determined by contractual wording alone.

Nothing in these Terms removes a mandatory right or obligation that applies under employment, social-security, gig-worker, platform-worker, tax or other law. Where ScaleDux or a User falls within an applicable statutory category, the affected person shall comply with the Code on Social Security, 2020, the Social Security (Central) Rules, 2026, a notified scheme, direction or portal requirement and other Applicable Law.

To the extent applicable to ScaleDux and the relevant feature or relationship, such compliance may include aggregator or establishment registration, e-Shram or other government-portal onboarding, electronic or API-based worker-information sharing, recordkeeping, worker communication, contribution, reporting and cooperation obligations.

This clause does not state that every Expert, Agency, Mentor or other service provider is a gig worker or platform worker, or that ScaleDux has the same statutory classification for every feature. Classification shall be assessed according to the statutory definitions, the notified category, the actual operating model and the facts of the relationship.

User note: ScaleDux does not check every claim or every Deliverable before a transaction. When a supported case is raised, ScaleDux may review evidence and control Platform states or funds, but it does not become a court or decide criminal or external legal liability.

14. Transaction Terms and Formation of User-to-User Contracts

14.1 Modular Transaction Structure

A user-to-user transaction is governed by these Terms, the Role Terms applicable to each participant, the Transaction Terms applicable to the transaction category and the relevant Transaction Record.

The specific transaction workflow determines when an Invitation, Proposal, Offer, Order, Booking, acceptance, payment, activation or access grant becomes binding. No general reference in these Terms shall override the formation point stated in the applicable Transaction Terms.

14.2 Projects

Founder and Expert or Agency Projects are additionally governed by the ScaleDux Project Transaction Terms, including Part A – Common Project Terms, Part B – Founder Project Hiring Terms, Part C – Expert and Agency Project Service Terms and Part D – Project Lifecycle and Evidence Rules; the Project Payment and Payout Terms; the Project Cancellation and Refund Policy; the Project Dispute Resolution Policy; clause 8 of these Terms; the final accepted Project Offer; each accepted Change Order; the governing NDA, where applicable; and each other Project-specific Transaction Record properly incorporated through the authorised workflow.

A Public Project Posting is a public discovery record and is separate from the restricted Project transaction. Viewing a Public Project Posting or public Project attachment does not create a Project Contract, bind the Founder to hire any person or entitle a Visitor to contact the Founder directly.

A Proposal, Offer, NDA, private message, Project workspace, Deliverable, revision, Invoice, payment record, support record or dispute record is not part of the Public Project Posting unless ScaleDux expressly identifies the specific item as public.

Where a ScaleDux Charge applies to a Project, the applicable Fees and Commission Schedule and the fee displayed before the relevant action also form part of the Project framework. No fee becomes payable merely because this clause refers to that Schedule. The payer, rate, calculation base, tax treatment, earning event and refundability must be displayed or otherwise properly incorporated before the charge is incurred.

These Terms do not by themselves determine whether a Project has activated, whether a Deliverable or Invoice has been accepted, whether a Milestone has closed, when a payout becomes eligible or what amount is refundable. Those matters are governed by the applicable Project documents and Transaction Records.

14.3 Service Packages and Mentorship

Expert Service Packages, one-to-one mentorship bookings and mentorship packages shall be governed by the applicable Role Terms, Transaction Terms, clause 8 of these Terms and the relevant Order or Booking when those features are launched.

14.4 Investor and Data Room Interactions

Investor discovery, Deal Flow, startup fundraising, Data Room access and confidentiality shall be governed by the applicable Investor, Founder fundraising and Data Room terms, clause 8 of these Terms, access conditions, any additional NDA and the applicable Access Grant when those features are made available. A genuine investment is treated in accordance with clause 8.12 and shall not be used to disguise a paid service or Founder fee.

An expression of interest, saved startup, Deal Flow status or Data Room access does not create an investment commitment. Any investment shall be governed by separate company and investment documents executed by the relevant parties.

14.5 Order of Precedence

Applicable mandatory law prevails over every Platform document.

A Transaction Record prevails for a commercial or access term that the applicable Transaction Terms expressly permit the parties to customise, including scope, Deliverables, price, Milestones, schedule, Acceptance Criteria, Dependencies and approved changes.

The applicable subject-specific Transaction Terms prevail over these Terms for the subject they specifically govern. This includes the Project Transaction Terms for the Project lifecycle and role-specific Project duties; the Project Payment and Payout Terms for payment capture, transfer, Settlement Hold, release, payout, reversal, Refund administration, Chargeback and reconciliation; the Project Cancellation and Refund Policy for cancellation, termination and Refund eligibility; and the Project Dispute Resolution Policy for ScaleDux’s contractual transaction-dispute process.

The applicable Fees and Commission Schedule and the fee displayed before the relevant action govern the payer, rate, calculation base, tax treatment, earning event and refundability of ScaleDux Charges.

The Community Guidelines govern User conduct, Content, safety, reporting and Platform enforcement. The Privacy Policy governs ScaleDux’s processing of personal data. These Terms govern the general relationship between ScaleDux and the User.

An additional NDA governs confidentiality between its signatories to the extent that it imposes a valid and more specific obligation, but it does not bind ScaleDux or override ScaleDux’s Platform, payment, legal-compliance, record-retention, evidence-preservation or enforcement rights unless ScaleDux expressly agrees in writing.

15. Account Restrictions, Suspension and Closure

15.1 User-Initiated Closure

A User may request closure of an Account through the available settings or support process. ScaleDux may require identity confirmation and completion of outstanding security, tax, payment, dispute, handover or legal actions before final closure.

Closing an Account does not cancel an active user-to-user transaction, release an amount due, terminate an NDA, remove a lawful record-retention requirement or extinguish a surviving obligation.

15.2 ScaleDux Enforcement Actions

ScaleDux may warn, restrict a feature, require Verification, pause a transaction, limit messaging, suspend an Account or permanently close an Account where the User breaches these Terms or another applicable document, engages in attempted or completed Circumvention under clause 8, creates a security or legal risk, fails Verification, misuses a Related Account or Connected Person, engages in fraud or Harmful Conduct, fails to pay an undisputed ScaleDux Charge or another amount that has become due under the applicable terms, repeatedly accepts Offers and allows the required payment periods to lapse without genuine reason or corrective action, or where action is required by a Payment Provider, court, authority or Applicable Law.

A single accepted Offer that closes before payment does not automatically establish misconduct or create an active Project. In deciding whether repeated non-payment or payment lapse justifies action, ScaleDux shall consider the number and frequency of occurrences, the reasons provided, notice given to the affected User, foreseeable reliance, corrective action, payment readiness, prior history and the feasibility of a less restrictive measure.

ScaleDux shall select an action reasonably proportionate to the available information, the severity of the conduct, the risk of continuing harm, the User’s history and the feasibility of a less restrictive measure.

15.3 Notice and Opportunity to Respond

Where practicable and lawful, ScaleDux shall provide notice of a material restriction or closure, identify the general reason and provide an opportunity to respond or appeal through the applicable process.

ScaleDux may act without prior notice where immediate action is reasonably necessary to address account compromise, malware, fraud, harassment, danger, illegal content, payment-network risk, evidence preservation, court or regulatory action, or another urgent threat. ScaleDux shall provide notice after the action when lawful and reasonably possible.

15.4 Related Accounts

A restriction may extend to a Related Account where the evidence indicates common control, coordinated abuse, restriction evasion or a material shared risk. ScaleDux shall not automatically penalise a legitimate separate Account merely because it shares an ordinary business connection.

15.5 Effect on Transactions and Funds

Account action does not automatically determine the outcome of an underlying transaction. Active transactions, service amounts, Refunds, payouts, Settlement Holds and Chargebacks shall be handled under the applicable Transaction Terms, and clause 8 continues to apply during the Protection Period despite Account closure.

ScaleDux may prevent new transactions and preserve or hold affected amounts while a supported review is completed, but shall not treat a suspension as automatic forfeiture.

15.6 Data Access and Retention

Where lawful and technically practicable, ScaleDux shall provide a reasonable opportunity to download permitted Account information before ordinary voluntary closure. Access may be restricted where immediate deletion is required, content is unlawful, another person’s rights would be affected, a security risk exists or a legal hold applies.

The Privacy Policy and the applicable Records and Retention Schedule govern deletion, account records, tax records, transaction evidence, removed content and legal holds.

15.7 Re-Registration

A person whose Account has been closed may not create another Account to evade the closure. ScaleDux may permit re-registration after review and may require renewed verification, payment of an outstanding undisputed amount and acceptance of current terms.

16. Grievances, Content Complaints and Legal Requests

16.1 Grievance Officer and Reporting Mechanism

ScaleDux shall prominently publish the name and contact details of its Grievance Officer and a mechanism through which a User, victim or other affected person may submit a complaint concerning the Platform, User Content, an Account or another matter within the scope of the applicable intermediary rules.

The current Grievance Officer details are stated in clause 22.2. A complaint should identify the complainant, the relevant content, Account or transaction, the nature of the grievance, the relief requested and supporting information reasonably available to the complainant.

16.2 Ordinary Grievance Timeline

ScaleDux shall acknowledge an ordinary grievance within twenty-four hours and shall resolve it within seven days from receipt, subject to any shorter timeline prescribed for a particular category.

Where resolution depends on information from the complainant, another User, a payment provider, verification provider, bank or authority, ScaleDux shall communicate the action completed, the information outstanding and the next step within the applicable period. An external processing delay does not excuse ScaleDux from providing a substantive status or decision within the time required by law.

16.3 Specified Content Complaints

ScaleDux shall act on a complaint seeking removal of a category of information covered by the applicable intermediary rules within the statutory period, including the current thirty-six-hour period for specified removal complaints and the current two-hour period for qualifying complaints concerning intimate images, nudity, sexual content or electronic impersonation of an individual.

ScaleDux may apply safeguards against fraudulent or abusive complaints, including identity, authority and evidence checks that are proportionate to the urgency and nature of the complaint.

16.4 Court and Government Orders

ScaleDux shall remove or disable access to unlawful information, provide information or assistance, preserve records or take another action when required by a valid court order, lawful direction or reasoned intimation issued by a competent authority, as early as reasonably practicable and in no case later than the period prescribed by Applicable Law.

ScaleDux may verify the authenticity, authority, scope and legal basis of a request and may seek clarification, provided that such verification or clarification does not cause ScaleDux to miss a mandatory deadline. ScaleDux shall maintain reasonable internal escalation and evidence-preservation procedures designed to meet the applicable timelines.

ScaleDux may notify the affected User unless notice is prohibited, would compromise an investigation, evidence preservation, security or another person’s rights, or would create a legal or safety risk.

16.5 Grievance Appellate Committee

A person aggrieved by the Grievance Officer’s decision, or whose grievance is not resolved within the applicable period, may have a right to appeal to the Grievance Appellate Committee within the period prescribed by the intermediary rules, presently thirty days. ScaleDux shall comply with an applicable order of the Committee.

16.6 User-to-User Transaction and Conduct Cases

A Project, mentorship, payment, refund or other transaction dispute shall be submitted through the applicable Transaction Dispute Policy. A conduct report shall be handled under the Community Guidelines and this grievance section.

A submission under a transaction process does not replace a statutory grievance where the complaint also concerns unlawful content or another matter governed by the intermediary rules.

User note: ScaleDux must acknowledge ordinary grievances within 24 hours and resolve them within 7 days. Certain content complaints have much shorter legal timelines, so those cases require immediate internal escalation.

17. Disputes with ScaleDux, Governing Law and Arbitration

17.1 Scope

This section governs a dispute between a User and ScaleDux concerning these Terms, Platform Charges, Account action, the supply of ScaleDux Services or another matter for which ScaleDux is the contracting party.

A dispute between Users concerning a Project, service package, mentorship, investment interaction, NDA or other user-to-user arrangement is governed by the applicable Transaction Terms, although ScaleDux may exercise Platform-level administrative powers described in those terms.

17.2 Notice and Good-Faith Resolution

Before commencing arbitration, a party shall send a written notice describing the dispute, material facts, relief sought and supporting documents to the legal notice address in clause 22.3. The parties shall attempt in good faith to resolve the dispute for thirty days after receipt.

The requirement to attempt resolution does not prevent urgent interim relief, compliance with a statutory limitation period, a consumer remedy, a criminal complaint, a regulatory complaint or another non-waivable proceeding.

17.3 Governing Law

These Terms and the relationship between ScaleDux and the User are governed by the laws of India, without excluding any mandatory law that applies to the User or transaction.

17.4 Arbitration Agreement

Subject to clause 17.5, a dispute that is not resolved under clause 17.2 shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996.

The arbitration shall be conducted by a sole arbitrator jointly appointed by the parties. If the parties do not agree on the arbitrator within thirty days after one party receives a written request for appointment, either party may seek appointment in accordance with section 11 of the Arbitration and Conciliation Act, 1996.

The seat and legal place of arbitration shall be Bhubaneswar, Odisha, India. The language of the arbitration shall be English. The tribunal may conduct hearings virtually or at another convenient venue and may adopt a proportionate documents-only or expedited procedure where appropriate. A virtual hearing or hearing at another venue does not change the seat of arbitration.

The tribunal may award costs in accordance with Applicable Law. No provision in these Terms requires the tribunal to award costs automatically against the unsuccessful party.

17.5 Rights Preserved

Nothing in the arbitration clause prevents a qualifying person from using a consumer forum or another statutory forum where that right cannot lawfully be excluded. A non-arbitrable matter, criminal complaint, regulatory matter, intellectual-property registration proceeding or statutory employment or social-security proceeding shall remain before the competent authority.

Either party may seek urgent interim or protective relief from a court or tribunal with jurisdiction.

17.6 Confidentiality

The parties shall keep arbitration material confidential to the extent required by Applicable Law, except where disclosure is reasonably required for legal advice, evidence, compliance, enforcement or protection of a right.

17.7 Court Jurisdiction

Subject to mandatory jurisdiction and the arbitration clause, courts having supervisory jurisdiction over the seat of arbitration shall have jurisdiction in relation to the arbitration and permitted court proceedings.

18. Warranties and Disclaimers

18.1 User Warranties

The User represents that the User has legal capacity and authority, that information submitted as fact is accurate in all material respects, that the User will comply with Applicable Law and the incorporated documents, and that User Content and transactions will not infringe another person’s rights.

18.2 Platform Provided on an Available Basis

To the maximum extent permitted by law, the Platform is provided on an “as available” basis. ScaleDux does not warrant uninterrupted access, error-free operation, compatibility with every system, preservation of every file indefinitely or freedom from every security threat.

ScaleDux shall not rely on this disclaimer to avoid a duty that Applicable Law expressly imposes on ScaleDux.

18.3 Marketplace Information and Outcomes

ScaleDux does not warrant the accuracy of User Content, the competence or conduct of a User, the legality or quality of a user-to-user service, the originality of a Deliverable, the enforceability of a User-provided NDA, the success of a Project, the usefulness of mentorship, the completion of a funding round or the performance of an investment. ScaleDux does not provide payment protection or recovery for an external amount or contract that it and the Payment Provider did not administer, except to the extent Applicable Law requires otherwise.

A badge, rating, review, match, ranking, recommendation, subscription status or SCORE output is an informational aid and not a warranty, certification, credit rating, legal opinion, investment advice or guarantee.

18.4 Third-Party Services

ScaleDux does not warrant an independent third-party service, although ScaleDux remains responsible for its own acts and obligations in selecting, integrating and managing providers to the extent required by law.

18.5 Professional Advice

Information made available by ScaleDux for education, guidance, templates or product assistance is not a substitute for advice from a qualified lawyer, accountant, tax adviser, investment adviser, medical professional or other regulated professional where such advice is required.

19. Limitation of Liability

19.1 Excluded Categories of Loss

To the maximum extent permitted by law, ScaleDux shall not be liable for indirect, special, incidental, punitive or consequential loss, loss of profit, loss of opportunity, loss of goodwill, loss arising from another User’s conduct, or loss resulting from a transaction to which ScaleDux is not a party, except to the extent such exclusion is prohibited by Applicable Law.

ScaleDux shall not be liable for an amount that the User was obliged to pay to or recover from another User merely because the transaction was facilitated through the Platform.

19.2 Aggregate Liability Cap

Subject to clause 19.3 and to the maximum extent permitted by Applicable Law, ScaleDux’s aggregate liability to a User arising from or relating to the Platform during any twelve-month period shall not exceed the greater of:

(a) the total ScaleDux Charges actually paid by and retained from that User, excluding indirect taxes, credits and Refunded amounts, during the twelve months immediately preceding the first event giving rise to the claim; or

(b) INR 10,000.

All claims arising from the same event or a series of connected events shall be treated as one claim for the purpose of this cap. A User-to-User Service Amount does not count as a ScaleDux Charge.

For clarity, this cap does not limit an obligation to return or account for an amount that the applicable Transaction Terms determine was incorrectly charged or retained by ScaleDux, and it does not apply to a liability excluded from limitation under clause 19.3.

19.3 Exceptions

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded, including liability arising from ScaleDux’s fraud or wilful misconduct, death or personal injury caused by negligence where applicable, a statutory data-protection obligation, or a mandatory consumer right.

A court or tribunal may disregard an exclusion or cap to the extent required by Applicable Law.

19.4 Mitigation and Causation

A claimant shall take reasonable steps to mitigate avoidable loss and shall provide evidence showing that the claimed loss was directly caused by the alleged breach.

21. General Provisions

21.1 Notices

ScaleDux may give notice through the registered email address, in-app notification, Account dashboard or another contact method reasonably associated with the User. The User is responsible for maintaining current contact details.

A legal notice to ScaleDux shall be sent to the legal notice email and registered office stated in clause 22.3. A notice is effective when delivered or, for an electronic notice, when the sender’s system records successful transmission without a delivery-failure message, subject to Applicable Law.

21.2 Assignment

A User may not assign an Account or these Terms without ScaleDux’s prior written consent. ScaleDux may assign these Terms as part of a merger, corporate reorganisation, sale of substantially all relevant assets or transfer of the Platform business, provided that the assignee assumes the applicable obligations.

21.3 Force Majeure

A party shall not be liable for delay or failure caused by an event beyond the party’s reasonable control, including natural disaster, war, civil disturbance, epidemic, government action, widespread power or telecommunications failure, payment-network outage or cloud-service failure, provided that the affected party gives reasonable notice, takes reasonable mitigation steps and resumes performance when practicable.

Lack of funds, underpricing, ordinary workload, staff shortage or foreseeable operational difficulty is not a Force Majeure Event.

The effect of force majeure on a user-to-user transaction is governed by the applicable Transaction Terms.

21.4 Severability

If a provision is held invalid or unenforceable, the provision shall be applied to the maximum extent permitted and the remaining provisions shall continue in effect, unless the invalid provision defeats the essential purpose of the agreement.

21.5 Waiver

A failure or delay in enforcing a right does not waive that right. A waiver must be specific and recorded in writing.

21.6 Entire Agreement and Relationship Between Documents

These Terms are the umbrella agreement governing the Platform relationship. The Privacy Policy, Community Guidelines, applicable Role Terms, applicable Transaction Terms and relevant Transaction Records are incorporated under these Terms and, together with them, constitute the agreement governing the relevant role, feature or transaction and replace prior representations concerning the same subject.

A marketing statement, help article or support communication does not amend the agreement unless the applicable contract permits the change and the change is recorded through the required process.

21.7 No Third-Party Rights

Except for an indemnified person expressly identified in clause 20, a person who is not a party to these Terms has no contractual right to enforce them, without limiting a right available under Applicable Law.

21.8 Survival

Provisions concerning payment, confidentiality, intellectual property, records, Circumvention and the Protection Period, reviews, liability, indemnity, dispute resolution and any obligation that by its nature should continue shall survive Account closure or expiry for the period applicable to that obligation.

21.9 No Partnership, Agency or Fiduciary Duty

Except where a specific written agreement expressly states otherwise, these Terms do not create a partnership, agency, franchise, fiduciary relationship, joint venture or employment relationship between ScaleDux and a User or between Users.

21.10 Contact and Electronic Delivery Consent

The User consents to receive contractual, transactional, security, payment and legal communications electronically. Marketing communications shall be managed separately in accordance with the Privacy Policy and available preference controls.

22. Contact Information

22.1 Company Contact

ScaleDux Software Innovations Private Limited, Plot No. 241/3601, First Floor, Jaydev Vihar, Regional Research Laboratory, Khordha, Odisha, India, 751013.

General support email: [email protected].

22.2 Grievance Officer

Name: Sunil Kumar Dash.

Email: [email protected].

The Grievance Officer contact shall be prominently published on the Platform and monitored through an operational workflow capable of meeting the statutory timelines stated in clause 16. ScaleDux may use internal routing, delegation and backup personnel to support the Grievance Officer without changing the published responsibility of the named officer.

22.3 Legal Notices

Legal notice email: [email protected].

Registered office: ScaleDux Software Innovations Private Limited, Plot No. 241/3601, First Floor, Jaydev Vihar, Regional Research Laboratory, Khordha, Odisha, India, 751013.

22.4 Privacy Contact

Privacy contact email: [email protected]

Requests concerning personal data shall be handled under the Privacy Policy and the law applicable at the relevant time.

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