Terms of Use

These Terms and Conditions (“Terms”) govern your access to and use of the Prosper platform available through https://getprosper.club, mobile applications, and any related products, services, websites, or software (collectively, the “Platform”).

The Platform is operated by Valuationary Edtech Private Limited (“Prosper”, “Company”, “we”, “us”, or “our”).

By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, please do not access or use the Platform.

The Privacy Policy, Disclosures, and Refund & Cancellation Policy published on the Platform shall form an integral part of these Terms and shall be read together with these Terms.

1. Definitions

For the purposes of these Terms:

Company

means Valuationary Edtech Private Limited.

Platform

means Prosper, including its website, mobile applications, communication channels, software systems, APIs, and related services.

Research Analyst or RA

means a person or entity registered with the Securities and Exchange Board of India (“SEBI”) under the SEBI (Research Analysts) Regulations, 2014 and listed on the Platform.

User

means any individual or entity accessing, browsing, registering on, subscribing through, or otherwise using the Platform.

Services

means the technology services provided by the Company including:

• Access to advisory products;
• Payment facilitation;
• Platform communication tools;
• Broker integration workflows;
• Execution-related workflows;
• Notifications and alerts; and
• Any related functionality introduced from time to time.

Advisory Product

means any research service, subscription service, model portfolio, stock recommendation service, trading recommendation service, educational offering, or other offering made available by a Research Analyst through the Platform.

User Data

means any information provided by a User or collected through use of the Platform, including personal information and financial information.

Applicable Law

means all applicable laws, regulations, circulars, notifications, directions, and guidelines, including but not limited to:

• Companies Act, 2013;
• Information Technology Act, 2000;
• Digital Personal Data Protection Act, 2023;
• SEBI Act, 1992;
• SEBI (Research Analysts) Regulations, 2014;
• Prevention of Money Laundering Act, 2002;
• Applicable RBI regulations; and
• Any amendments or replacements thereof.

2. Nature of Services

Prosper operates a technology platform that enables Users to discover, subscribe to, and access advisory products offered by independent SEBI-registered Research Analysts.

The Company acts solely as a technology platform facilitating:

• Communication between Users and Research Analysts;
• Payment facilitation;
• Broker integration workflows; and
• Related platform services.

The Company:

• Is not a SEBI-registered Research Analyst;
• Is not a SEBI-registered Investment Adviser;
• Is not a Stock Broker;
• Is not a Portfolio Manager;
• Is not a Mutual Fund;
• Is not a Depository Participant;
• Is not a Stock Exchange; and
• Is not an intermediary under applicable SEBI regulations.

The Company does not provide:

• Investment advice;
• Research recommendations;
• Portfolio management services;
• Financial planning services; or
• Any assurance regarding returns or investment outcomes.

All research, recommendations, opinions, model portfolios, trading calls, educational content, and related services available through the Platform are provided solely by the respective Research Analyst.

3. User Accounts and Information

In order to access certain Services, Users may be required to create an account on the Platform.

Users agree that:

• All information provided shall be accurate, complete, and current;
• Information shall be updated promptly whenever required;
• The Company may verify information where required under Applicable Law;
• The Company may refuse, suspend, or terminate access where inaccurate information is provided.

The Company may collect, process, store, and use User Data in accordance with:

• Applicable Law;
• These Terms; and
• The Privacy Policy.

The User authorizes the Company to share relevant information with:

• Research Analysts subscribed by the User;
• Payment service providers;
• Broker partners;
• KYC service providers;
• Regulatory authorities;
• Service providers engaged by the Company;

to the extent necessary for providing the Services or complying with Applicable Law.

4. Eligibility

A User may use the Platform only if:

• The User is at least 18 years of age;
• The User is competent to contract under Applicable Law; and
• The User is otherwise legally permitted to access the Services.

The Company may verify eligibility at any time and may suspend or terminate access where eligibility requirements are not satisfied.

Research Analysts listed on the Platform must maintain valid registration under the SEBI (Research Analysts) Regulations, 2014 at all times.

Research Analysts shall immediately notify the Company of:

• Suspension;
• Cancellation;
• Surrender;
• Show-cause notices; or
• Any material regulatory action relating to their registration.

5. Advisory Products and Research Analyst Subscriptions

The Platform enables Users to subscribe to advisory products offered by Research Analysts.

Research Analysts are solely responsible for:

• Creating advisory products;
• Publishing research;
• Delivering subscribed services;
• Maintaining regulatory compliance;
• Making required disclosures;
• Managing conflicts of interest; and
• Complying with SEBI regulations.

Before subscribing to any advisory product, Users are encouraged to review:

• Research Analyst disclosures;
• Risk disclosures;
• Regulatory information;
• Subscription details; and
• Other information made available on the respective Research Analyst profile.

Prosper does not verify, endorse, guarantee, certify, or approve any recommendation, opinion, target price, expected return, performance claim, or investment outcome published by any Research Analyst.

Refunds and cancellations shall be governed by the Refund & Cancellation Policy available on the Platform.

6. Broker Integrations and Order Execution

The Platform may integrate with SEBI-registered stock brokers to facilitate execution-related workflows.

Users acknowledge and agree that:

• Orders are placed only upon their explicit authorization;
• Actual order execution is performed by the respective broker;
• Order execution remains subject to market conditions, exchange rules, broker systems, and regulatory requirements;
• Prosper does not guarantee order execution, execution price, liquidity, or order fulfilment;
• Broker-related services remain governed by the broker's own terms and policies.

Brokerage charges, statutory levies, taxes, exchange charges, settlement obligations, and other trading-related costs shall remain the responsibility of the User.

7. Fees and Commercial Arrangements

Subscription fees payable for advisory products shall be displayed on the Platform or communicated by the respective Research Analyst.

Prosper may collect subscription fees on behalf of Research Analysts through RBI-compliant payment service providers.

The Company may deduct platform fees, commissions, or other agreed charges before remitting the applicable amount to the respective Research Analyst.

The Company may earn platform fees, commissions, or other commercial consideration from Research Analysts for services provided through the Platform.

Such commercial arrangements do not influence, modify, or affect:

• Research content;
• Recommendations;
• Opinions; or
• Services provided by Research Analysts.

Applicable taxes, including GST, may be charged in accordance with Applicable Law.

8. Research Analyst Obligations

Every Research Analyst listed on the Platform represents, warrants, and undertakes that they shall:

Registration and Regulatory Compliance

• Maintain a valid and active registration under the SEBI (Research Analysts) Regulations, 2014 at all times during their association with the Platform;
• Comply with all applicable laws, regulations, circulars, notifications, and directions issued by SEBI or any other competent authority;
• Promptly notify the Company of any suspension, cancellation, surrender, expiry, show-cause notice, investigation, regulatory proceeding, or any other material action affecting their registration or ability to provide services.

Research and Advisory Services

• Ensure that all research reports, recommendations, opinions, analyses, model portfolios, trading calls, and advisory products comply with applicable regulations;
• Maintain appropriate records and documentation as required under applicable regulations;
• Ensure that all disclosures, risk factors, and conflict disclosures required under law are made to Users;
• Deliver services substantially in accordance with the descriptions published on the Platform.

Prohibited Conduct

Research Analysts shall not:

• Offer or imply guaranteed returns;
• Promise assured profits or fixed returns;
• Publish misleading performance claims;
• Engage in market manipulation, front-running, churning, or unfair trade practices;
• Misrepresent their registration status, qualifications, experience, or performance history;
• Engage in any activity prohibited under applicable law.

Responsibility for Content

The Research Analyst acknowledges and agrees that:

• All research and advisory content published by them remains their sole responsibility;
• The Company does not review, approve, certify, or endorse their recommendations;
• The Company does not assume responsibility for the accuracy, completeness, or legality of content published by the Research Analyst;
• The Research Analyst has not outsourced any regulated research or compliance function to the Company.

The Company may suspend, restrict, or remove any Research Analyst from the Platform where it reasonably believes that continued listing may violate applicable law, regulatory requirements, these Terms, or Platform policies.

9. User Obligations

Users agree to:

Account Security

• Maintain the confidentiality of account credentials;
• Restrict unauthorized access to their account;
• Notify the Company immediately upon becoming aware of any unauthorized access, security breach, or misuse of their account.

Users shall remain responsible for all activity conducted through their account.

Accuracy of Information

Users shall:

• Provide true, accurate, current, and complete information;
• Update information whenever required;
• Cooperate with any verification process required by applicable law or Platform policies.

Responsible Use

Users shall use the Platform only for lawful purposes and shall not:

• Violate any applicable law;
• Engage in fraudulent conduct;
• Attempt to misuse Platform services;
• Circumvent Platform controls or restrictions;
• Use the Platform in a manner that may adversely affect the Company, other Users, Research Analysts, or third parties.

Subscription Access

Users acknowledge that subscriptions purchased through the Platform are intended solely for their personal use.

Users shall not:

• Share subscription access with third parties;
• Redistribute research reports;
• Copy or commercially exploit recommendations;
• Resell or republish content obtained through a subscription;
• Circumvent subscription restrictions implemented by the Platform.

The Company may suspend or terminate access to any subscription where it reasonably believes that subscription access or content is being shared, redistributed, copied, resold, or commercially exploited in violation of these Terms.

User Responsibility

Users acknowledge that:

• All investment and trading decisions are made solely by them;
• They remain responsible for evaluating their own financial circumstances, investment objectives, risk appetite, tax implications, and suitability;
• Neither the Company nor any Research Analyst guarantees any investment outcome.

10. Restrictions

Access to the Platform and use of the Services shall at all times be subject to the following restrictions.

Users shall not:

Platform Abuse

• Reverse engineer, decompile, disassemble, or attempt to derive source code from any part of the Platform;
• Copy, reproduce, distribute, modify, create derivative works from, or commercially exploit any portion of the Platform except as expressly permitted;
• Use automated scripts, bots, crawlers, or scraping tools without written authorization;
• Attempt to gain unauthorized access to any system, server, database, account, or network associated with the Platform.

Misrepresentation

Users shall not:

• Impersonate another person;
• Misrepresent their identity;
• Misrepresent their relationship with the Company or any Research Analyst;
• Create misleading or fraudulent accounts.

Unlawful Activities

Users shall not use the Platform in connection with:

• Fraud;
• Money laundering;
• Insider trading;
• Market manipulation;
• Unfair trade practices;
• Any activity prohibited under applicable law.

Harmful Content

Users shall not upload, transmit, publish, or distribute content that is:

• Illegal;
• Defamatory;
• Abusive;
• Harassing;
• Obscene;
• Fraudulent;
• Misleading; or
• Infringing upon the rights of others.

Technical Interference

Users shall not:

• Introduce malware, viruses, malicious code, or harmful software;
• Conduct denial-of-service attacks;
• Interfere with Platform operations;
• Circumvent security mechanisms or access controls.

The Company reserves the right to suspend, restrict, or terminate access where it reasonably believes that a User has violated any restriction contained in these Terms.

11. Intellectual Property Rights

Subject to compliance with these Terms, Users are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for personal and lawful purposes.

Ownership of Research Content

Research Analysts retain ownership of research reports, recommendations, model portfolios, educational content, and other intellectual property created by them.

By publishing content on the Platform, a Research Analyst grants the Company a non-exclusive, worldwide, royalty-free license to:

• Host;
• Display;
• Store;
• Transmit;
• Reproduce; and
• Distribute.

such content solely for the purpose of operating and providing Platform services

Restrictions on Use

Users shall not:

• Copy or reproduce Platform content;
• Remove copyright notices;
• Use Company trademarks without authorization;
• Use Research Analyst content beyond the scope permitted by the applicable subscription.

Nothing contained in these Terms shall transfer ownership of any intellectual property rights from the Company or any Research Analyst to a User.

Confidential Information

Certain information available through the Platform may be confidential or proprietary. Users agree not to disclose, distribute, publish, or use any confidential information except as expressly permitted by these Terms or by applicable law.

12. Exclusion of Warranties

The Platform and Services are provided on an “as is” and “as available” basis.

To the maximum extent permitted by applicable law, the Company expressly disclaims all representations, warranties, guarantees, and conditions of any kind, whether express, implied, statutory, or otherwise.

Without limiting the foregoing, the Company does not warrant that:

• The Platform will always be available, uninterrupted, secure, or error-free;
• The Platform will meet the specific requirements or expectations of any User;
• Any information available on the Platform will be accurate, complete, reliable, current, or suitable for any purpose;
• Any defect, error, interruption, omission, delay, or system issue will be corrected within a particular timeframe;
• Any recommendation, opinion, target price, model portfolio, trading call, or advisory product will generate profits or achieve any expected outcome.

Third-Party Information

The Platform may display information obtained from third-party sources, including market data providers, exchanges, financial information providers, broker partners, and other external sources.

Such information may be delayed, incomplete, inaccurate, or unavailable from time to time.

The Company does not independently verify all such information and makes no representation or warranty regarding its accuracy, completeness, reliability, suitability, or timeliness.

Users acknowledge that they use such information at their own risk.

No Investment Advice

Nothing available on the Platform shall be construed as:

• Investment advice;
• Financial planning advice;
• Portfolio management advice;
• Tax advice;
• Legal advice; or
• A recommendation by the Company to buy, sell, hold, or transact in any security.

All investment and trading decisions remain solely the responsibility of the User.

13. Limitation of Liability

To the maximum extent permitted by applicable law, the Company, its directors, officers, employees, affiliates, contractors, agents, service providers, licensors, and representatives shall not be liable for:

• Any investment loss;
• Trading loss;
• Loss of profits;
• Loss of opportunity;
• Loss of revenue;
• Loss of goodwill;
• Loss of business;
• Loss of data;
• Indirect loss;
• Incidental loss;
• Consequential loss;
• Special loss;
• Punitive damages; or
• Exemplary damages, arising out of or relating to:
• Use of the Platform;
• Inability to access or use the Platform;
• Reliance on information available through the Platform;
• Research provided by any Research Analyst;
• Delays, interruptions, outages, or technical failures;
• Third-party services;
• Broker execution failures;
• Market movements;
• Regulatory actions; or
• Any other matter connected with the Platform or Services.

Research Analyst Content

The Company shall not be liable for:

• The content published by a Research Analyst;
• The accuracy of research reports;
• Recommendations made by Research Analysts;
• Performance claims made by Research Analysts;
• Failure of a Research Analyst to deliver subscribed services; or
• Any act or omission of a Research Analyst.

Maximum Liability

Notwithstanding anything contained in these Terms, the aggregate liability of the Company arising from or relating to the Platform or Services shall not exceed the amount of platform fees actually received by the Company from the concerned User during the twelve (12) months immediately preceding the event giving rise to the claim.

Limitation Period

Any claim arising out of or relating to these Terms, the Platform, or the Services must be brought within one (1) year from the date on which the cause of action first arose, failing which such claim shall be permanently barred to the extent permitted by law.

14. Indemnification

Users agree to indemnify, defend, and hold harmless the Company, its directors, officers, employees, affiliates, contractors, agents, licensors, and service providers from and against any claims, actions, proceedings, liabilities, damages, losses, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Violation of these Terms;
• Violation of applicable law;
• Misuse of the Platform;
• Violation of third-party rights;
• Unauthorized use of an account;
• Fraudulent activity;
• Content submitted or transmitted by the User; or
• Any act or omission attributable to the User.

Research Analyst Indemnity

Each Research Analyst additionally agrees to indemnify the Company against any claims, proceedings, regulatory actions, penalties, liabilities, losses, costs, or expenses arising from:

• Research content published by the Research Analyst;
• Breach of SEBI regulations;
• Misleading claims;
• Regulatory violations;
• Failure to deliver subscribed services; or
• Breach of obligations applicable to the Research Analyst.

15. Platform Modifications

The Company reserves the right, at any time and without prior notice, to:

• Modify;
• Suspend;
• Restrict;
• Remove;
• Discontinue; or
• Update

any feature, functionality, content, advisory product listing, broker integration, payment facility, communication channel, or other aspect of the Platform.

The Company shall not be liable for any loss arising from such modifications or discontinuation.

16. Suspension and Termination

The Company may suspend, restrict, or terminate access to the Platform or Services at any time where it reasonably believes that:

• A User has violated these Terms;
• A Research Analyst has violated applicable regulations;
• Continued access may expose the Company to legal, regulatory, security, reputational, or operational risk;
• Fraudulent or suspicious activity is detected;
• Required information is inaccurate or incomplete; or
• Such action is necessary to comply with applicable law.

The Company may also remove any content, subscription, listing, or account where it reasonably considers such action necessary.

Termination shall not affect rights and obligations accrued prior to termination.

17. Grievance Redressal

The Company is committed to addressing user concerns and grievances in a fair and timely manner.

Users may submit complaints, grievances, feedback, or support requests by writing to: support@getprosper.club

Regulatory Escalation

If a grievance remains unresolved, Users may escalate the matter through:

• SEBI SCORES (https://scores.sebi.gov.in); or
• Other applicable regulatory grievance redressal mechanisms.

Payment-related complaints may additionally be escalated through applicable RBI grievance redressal mechanisms where relevant.

18. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of India.

Subject to applicable law, the courts located in Mumbai, Maharashtra shall have exclusive jurisdiction over any dispute, claim, proceeding, or controversy arising out of or relating to:

• These Terms;
• The Platform;
• The Services; or
• Any matter connected with the relationship between the User and the Company.

19. Force Majeure

The Company shall not be liable for any delay, interruption, failure, degradation of service, or inability to perform obligations arising from events beyond its reasonable control, including:

• Natural disasters;
• Floods;
• Earthquakes;
• Fires;
• Epidemics or pandemics;
• Acts of government;
• Regulatory restrictions;
• War;
• Terrorist activities;
• Civil unrest;
• Labour disputes;
• Internet outages;
• Power failures;
• Exchange outages;
• Broker system failures;
• Cybersecurity incidents; or
• Failures of third-party service providers.

Performance of obligations shall be deemed suspended for the duration of such event.

20. Miscellaneous

These Terms, together with the Privacy Policy, Disclosures, Refund & Cancellation Policy, and any other policies published by the Company from time to time, constitute the entire agreement between the User and the Company concerning the Platform.

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, the remaining provisions shall continue in full force and effect.

Any failure by the Company to enforce a provision of these Terms shall not constitute a waiver of that provision.

Users may not assign or transfer any rights or obligations under these Terms without the prior written consent of the Company.

The Company may assign its rights and obligations under these Terms to any affiliate, successor, or permitted assignee.

By accessing or using the Platform, Users acknowledge that they have read, understood, and agreed to be bound by these Terms and all related policies published on the Platform.