Disclaimer & Risk Disclosure

1. Platform Purpose and Limitations

1.1 Matching Platform Only

Incubazar is a matching and facilitation platform that connects startups seeking funding with potential investors. We are a technology-enabled marketplace, NOT an investment firm. We:

• DO NOT provide investment advice or recommendations
• DO NOT act as a broker, dealer, or investment advisor
• DO NOT pool funds or manage investments
• DO NOT guarantee returns or success of any startup
• DO NOT conduct due diligence on behalf of investors
• DO NOT hold custody of investor funds
• DO NOT operate as an incubator, accelerator, or venture capital firm
• DO NOT verify the accuracy of information provided by founders
• DO NOT guarantee the quality or viability of listed startups

What We Do: We provide the technology infrastructure and tools to facilitate connections between founders and investors. All investment decisions, negotiations, and transactions occur directly between the parties. Our AI matching algorithm provides suggestions based on data, but does not constitute investment advice.

1.2 Platform Services Overview

Incubazar provides the following services, each with specific limitations:

• Matching Service: AI-powered suggestions based on preferences - not guarantees
• Deal Listings: User-generated content - we do not verify claims
• Venture Calculator: Educational tool only - not financial advice
• Learning Platform: General educational content - not professional advice
• Messaging System: Communication tool only - not legal or binding agreements
• Document Templates: Starting points only - require legal review
• Data Room: File storage only - we do not review documents
• Subscriptions: Access to platform features - not investment returns

1.3 Private Placement Structure

All investment opportunities on the Platform are conducted as private placementsunder Section 42 of the Companies Act, 2013. This means:

• Offers are made to a select group of investors only
• No public solicitation or advertising is permitted
• Maximum of 200 investors per company per financial year
• Investors must complete KYC verification
• Three-day cooling-off period after expression of interest
• All transactions subject to proper legal documentation

2. Investment Risks

2.1 Loss of Capital

• Total Loss: Most startups fail - you may lose 100% of your investment
• No Guarantee: There is no guarantee of returns, dividends, or exit opportunities
• Permanent Impairment: Your investment may become permanently worthless

2.2 Illiquidity Risk

• Long Holding Period: Typical investment horizons are 5-10 years or longer
• No Secondary Market: There is no established market to sell your shares
• Difficulty Exiting: You may not be able to exit your investment when desired
• Lock-in Clauses: Investment agreements may restrict transfers for several years

2.3 Dilution Risk

• Future Fundraising: Additional funding rounds may dilute your ownership percentage
• Anti-Dilution Provisions: Founders and early investors may have protective provisions
• Reduced Value: Your proportional stake may decrease significantly over time

2.4 Operational Risks

• Business Failure: Startups have high failure rates (70-90% fail within 5 years)
• Management Risk: Success depends heavily on founder capability and execution
• Market Risk: Market conditions may change, making the business model unviable
• Competition: Competitors may offer better products or capture market share
• Regulatory Changes: New regulations may adversely affect the business

2.5 Information Risk

• Limited Information: Early-stage companies may lack comprehensive financial data
• No Audit Requirement: Startups may not have audited financial statements
• Projections Uncertain: Business projections are estimates and may not materialize
• Disclosure Gaps: Material information may not be disclosed or may be incomplete

2.6 Minority Shareholder Risk

• Limited Control: You will have minimal or no control over company decisions
• No Voting Rights: Some instruments (like CCDs, SAFEs) may not provide voting rights
• Exit Preferences: Founders and early investors may have liquidation preferences
• Drag-Along Rights: Majority shareholders may force you to sell in certain scenarios

3. Investor Responsibilities

3.1 Due Diligence

3.2 Eligibility and Suitability

Before investing, ensure that:

• You meet all eligibility requirements
• You understand startup investment risks
• You can afford to lose your entire investment
• Startup investments align with your financial goals and risk tolerance
• You have adequate diversification in your portfolio

3.3 Professional Advice

WE STRONGLY RECOMMEND consulting with:

• Financial Advisor: To assess investment suitability
• Legal Counsel: To review investment agreements
• Tax Professional: To understand tax implications
• Chartered Accountant: To verify financial information

4. Information Accuracy

4.1 Founder-Provided Information

All information about startups is provided by the founders themselves. Incubazar:

• Does NOT verify the accuracy or completeness of information
• Does NOT endorse or recommend any particular investment
• Does NOT guarantee the truthfulness of claims made by founders
• Is NOT liable for inaccurate, misleading, or incomplete information

4.2 Forward-Looking Statements

Business plans and projections are forward-looking statements that:

• Are based on assumptions that may not materialize
• Involve significant uncertainties and risks
• Should not be relied upon as predictions of actual results
• May differ materially from actual outcomes

4.3 Past Performance

PAST PERFORMANCE DOES NOT INDICATE FUTURE RESULTS. Prior success of founders or companies does not guarantee success of current ventures.

5. Regulatory Compliance

5.1 No SEBI Registration

Incubazar is NOT registered with the Securities and Exchange Board of India (SEBI) as:

• Stock broker or investment advisor
• Portfolio manager or mutual fund
• Alternative Investment Fund (AIF)

We operate under Section 42 of the Companies Act, 2013 (Private Placement) exemptions.

5.2 Investor Limits

Under private placement rules:

• Maximum 200 investors per company per financial year
• Offers must be made through private placement offer letters
• Three-day cooling-off period after receipt of offer
• Application money to be kept in escrow until allotment

5.3 Investor Obligations

As an investor, you must:

• Complete KYC (PAN, Aadhaar, bank verification)
• Provide accurate information
• Comply with anti-money laundering (AML) regulations
• Report income and capital gains to tax authorities
• Maintain records of investments

6. Tax Implications

CONSULT A TAX PROFESSIONAL. Tax treatment of startup investments is complex:

• Capital Gains: Long-term vs. short-term gains have different tax rates
• Holding Period: Unlisted shares require 24+ months for LTCG
• Loss Treatment: Capital losses have specific carry-forward rules
• Dividend Tax: Dividends (if any) are taxable at slab rates
• Angel Tax: Potential Section 56(2)(viib) implications for startups
• Withholding: TDS may apply to certain transactions

7. Platform Tools and Services Disclaimers

7.1 Venture Metric Calculator

Calculator Limitations:

• Results are estimates based on inputs you provide
• Formulas use industry benchmarks (Y Combinator, Andreessen Horowitz, SaaStr) but may not reflect your specific situation
• AI-generated insights are algorithmic suggestions, not expert analysis
• We do not verify the accuracy of data you input
• Calculator does not account for market changes, competitive factors, or unforeseen circumstances
• Results should be validated with professional advisors before making business decisions

7.2 Learning Platform Content

Our educational content library provides general information about startups, fundraising, legal structures, and business operations. This content:

• IS: General educational material for reference
• IS NOT: Legal, financial, tax, or professional advice
• IS NOT: Tailored to your specific circumstances
• IS NOT: A substitute for consulting qualified professionals

While we cite authoritative sources (SEBI, MCA, YC, Sequoia), regulations change frequently. Always verify current laws and consult professionals before making legal or financial decisions.

7.3 AI Matching Algorithm

Our AI-powered matching service suggests potential investor-founder connections based on:

• Sector alignment and expertise
• Funding stage preferences
• Ticket size compatibility
• Geographic preferences

HOWEVER: Matching scores are algorithmic suggestions, NOT guarantees. We do not:

• Verify the quality or viability of matched startups
• Guarantee compatibility, success, or investment closure
• Conduct background checks or due diligence on our behalf
• Take responsibility for match quality or outcomes

7.4 Document Templates (SAFE, PAS-4)

⚠️ STARTING POINTS ONLY - REQUIRE LEGAL REVIEW

Document templates provided are generic starting points. They:

• Must be reviewed and customized by qualified legal counsel
• May not be suitable for your specific situation
• May not reflect current legal requirements or best practices
• Do not constitute legal advice or create an attorney-client relationship

NEVER sign legal documents without professional review. We are not liable for consequences of using templates without proper legal consultation.

7.5 Subscription Services

Premium subscriptions provide access to platform features, NOT investment returns:

• Subscription fees are for software access, not investment advice
• No guarantee of funding success, investor matches, or deal closures
• Fees are non-refundable except as required by law
• Platform features may change or be discontinued

8. No Guarantee or Insurance

• Investments are NOT insured by DICGC or any government agency
• There is NO investor protection fund or compensation scheme
• We do NOT guarantee returns, principal, or exit opportunities
• Market fluctuations may result in total loss

9. Platform Risks

9.1 Technology Risks

• System Failures: Technical issues may cause service interruptions
• Cybersecurity: Despite security measures, breaches are possible
• Data Loss: Information may be lost due to technical failures
• Third-Party Dependencies: We rely on Supabase, Razorpay, DocuSign, and Vercel - disruptions may affect services

9.2 Platform Discontinuation

Incubazar may cease operations due to:

• Financial difficulties
• Regulatory changes
• Business decisions

In such case, your investments remain valid, but platform services will no longer be available.

10. Conflicts of Interest

Potential conflicts may arise:

• Platform earns subscription fees from both founders and investors
• Platform operators may invest in startups listed on the platform
• Affiliated parties may have financial interests in listed companies
• AI matching algorithms prioritize active subscribers

We will disclose material conflicts when they arise and maintain transparency in our operations.

11. Disclaimer of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Incubazar is NOT liable for investment losses
• Incubazar is NOT liable for startup failures or fraud
• Incubazar is NOT liable for inaccurate information provided by founders
• Incubazar is NOT liable for tax consequences of investments
• Incubazar is NOT liable for platform technical issues or data loss
• Incubazar is NOT liable for regulatory changes affecting investments
• Incubazar is NOT liable for decisions made using calculator tools
• Incubazar is NOT liable for reliance on learning platform content
• Incubazar is NOT liable for AI matching algorithm outcomes
• Incubazar is NOT liable for third-party service failures (Razorpay, DocuSign, Supabase)

Your sole remedies are as set forth in our Terms of Service.

12. Acknowledgment

13. Contact Information

For questions about risks or this disclaimer, contact: