Angel Investors Standard Agreement
By Registering as an Angel Investors or Joining our WhatsApp Group for Angel Investors or by Participating in a Demo Day organized by SL Angels, you agree to the following Terms and Conditions:
Section 1: PURPOSE
- Overall Goal: The purpose of SL Angels is to provide members with exposure to investment opportunities in private companies with ties to the global StartupLanes’ community, and to facilitate the active interchange of information and ideas regarding formation, development, mentoring and financial structuring of private companies with connections to StartupLanes.
- Association with StartupLanes: The SL Angels is affiliated to StartupLanes and is a part of StartupLanes Group.
- Promoting Entrepreneurship: The SL Angels aims to promote the entrepreneurship in India by supporting the startups of founders through external funding.
- Mentorship: The SL Angels also aims to provide mentorship opportunity to the Angel Investor so that they can utilize their skills, knowledge and experience for the benefit of founders.
- Angel Investor/Member: Both the terms will be used interchangeably in the agreement for the people who explore investment opportunities through SL Angels in Startups. They may or may not invest in a particular Startup.
Section 2: MEMBER APPLICATION & TERMINATION
- Affiliation with StartupLanes: The SL Angels is a part of StartupLanes, each investor should be associated or affiliated with StartupLanes before applying to SL Angels. There is an exception for the members recommended by the CEO/Advisory Board of StartupLanes.
- Membership Application and Survey: Each member must complete an application for membership (“Membership Application”) and must annually complete a membership survey provided by SL Angels (“Membership Survey”) at the end of the year.
- KYC Documentation: Each Angel Investor should submit the address proof, identify proof and income proof documents to the SL Angels for the membership application.
- Application Review & Approval: The SL Angels advisory board will review each Membership Application and shall provide the Member with an electronic written response within thirty days in case the application has been declined.
- Consent: The Angel Investor should agree to the terms and conditions of the membership as mentioned in this agreement.
- Discretionary Membership; Termination: Membership is at the discretion of SL Angels’ Advisory Board and is subject to annual renewal, non-renewal, revocation, or termination. Should the advisor board deem termination or non-renewal of any membership advisable, such member shall be notified in writing and the member given thirty (30) days (the “Termination Notice Period”) to submit a written response to the Advisory Board. The Advisory Board shall consider, in its unfettered discretion, the member’s written response (if any) and provide a final determination within sixty (60) days of the Advisory Board’s receipt of the member’s response. The decision of the Advisory Board shall be final, however the member can appeal within 30 days. In occurrence of appeal by the member, the investor shall approach the mediator who shall be appointed with the mutual consent of both the parties. In case parties don’t settle for arbitration then parties can avail the legal remedy. If the member does not submit a written response to the Advisory Board within the Termination Notice Period, membership shall be deemed automatically terminated at the expiration of the Termination Notice Period.
- Assent to Membership Agreement Amendments: The SL Angles Advisory Board may from time to time amend the terms of this Membership Agreement, and shall so notify all members in writing. In the event that the terms of this Membership Agreement are amended for any reason, any member may elect to opt out of the new Membership Agreement within thirty (30) days of receiving notice that the terms of the Membership Agreement have changed. Failure to opt out of the new Membership Agreement shall constitute assent to the revised agreement.
- Opt-Out of New Membership Agreement Amendments: In the event that a member elects to opt out of the new Membership Agreement, the member will no longer be permitted to participate in future investments through SL Angels. Upon written permission of the Advisory Board, the member may be allowed to retain some benefits associated with membership for a limited period of time.
Section 3: COMPLIANCES
- The SL Angel Investor shall conduct their investments at all times, in accordance with the applicable statutes, regulations, notification etc. issued by the Government or any other statutory authority.
- The Angel Investor should comply with the laws, rules and regulations as prescribed by the Government & Competent/Regulatory Board/Authority in the home country or where the investment is made.
- The Angel Investor is responsible to acquire all the necessary approvals and licenses from the Competent Authority or Government body, if required by the State as a mandatory requirement for the purpose of investing into startups and/or a particular activity.
Section 4: DISCLAIMER
- SL Angels Provides No Advice to Investors: The SL Angels nor any of their trustees, officers, employees, trainees, members, representatives, sponsors or agents (each, a “SL Team”) are responsible or liable for any investment decision made by any Angel Investor. The SL Angels is not a venture fund, investment bank, broker-dealer, investment clearinghouse, investment portal, investment advisor, tax, accounting or financial advisor, and SL Angels is not registered with the U.S. Securities and Exchange Commission or any state securities commission of The United States of America. The SL Angels is also not affiliated to Securities and Exchange Board of India (SEBI).
- Rather, SL Angels is a forum in which members may discuss various aspects of investment and business, as well as be introduced to companies for possible investment. The SL Angels does not provide advice, recommendation, or any other indication of appropriateness or inappropriateness of a particular investment, only personal opinion of our team members or staff can be shared. The SL Angels does not endorse any investment opportunity and makes no representation or warranty regarding the same.
- Investment Risk: Each member is responsible for his/her own independent investment decisions. All investments in entrepreneurial companies involve a high degree of risk, and investors must be able to bear the risk of complete financial loss.
- Reliance on Information: Whether and how to use any information or knowledge gained through SL Angels is each member’s individual and personal choice. The SL Team doesn’t gives investment guidance except the personal opinions, nor shall SL Team be responsible for a member’s use of such information for the purpose of making any investment. All members recognize and acknowledge that they are responsible to check the authenticity of the SL Team themselves.
- Diligence: Each member shall have full responsibility to conduct due diligence of the startups and evaluate the terms of any investment the member elects to make through the SL Angels. The SL Angels makes no representations or warranties regarding any of its affiliated investment opportunity. The SL Angels can do the due-diligence on demand of the member; however the fee of due-diligence shall be paid by the member. Each member expressly agrees that any educational, analytical, or facilitation activities that may be undertaken by any SL Team will be provided only for the convenience of the member.
- Participation Rights: The SL Angels membership does not create any right to participate in any particular investment opportunity. The SL Angels has no authority or responsibility to accept or reject an investment by any member. Any company, in its sole discretion, may accept or reject a potential investor, based on the company’s sole discretion and judgment as to which investors best meet its needs and subject to other provisions or restrictions that such company may require, such as minimum investment requirements and maximum investment limits. Companies may accept other investors who are not SL Angels members.
- Liability: In no event shall SL Team be liable under this Membership Agreement to any member or any third party for consequential, incidental, indirect, exemplary, special, punitive or other damages, including any damages related to investment activity whether or not such damages were proximate or foreseeable. Notwithstanding anything herein to the contrary, in the event that SL Team is determined to be liable to any member or third party for any reason. The team of SL Angels may share their personal opinion with the Angel Investors time to time, however it will not carry any liability as the opinion are personal and shared by individuals in personal capacity.
- Cause of Action: Except in the case of fraud, no member shall have any cause of action, and each member hereby irrevocably waives any cause of action that such member may have, known or unknown, now or in the future, against SL Team relating to such SL Team’s activities, information sharing, company investment presentation, or any actions taken by other members of the SL Angels or the StartupLanes global community which are related to the SL Angels or the activities contemplated by this Membership Agreement.
Section 5: CONFIDENTIALITY
- Confidentiality: The Angel Investors may receive confidential information about the business affairs, products or services, intellectual property, trade secrets, third-party confidential information, or other sensitive aspects of companies considered for investment (collectively “Confidential Information”). Confidential Information shall not include information that is: (a) publicly available at the time of disclosure or subsequently becomes available without violation of an obligation of confidentiality, (b) expressly non-confidential, (c) known by the member before a disclosure, or (d) developed by the member independently.
- Non-Disclosure: No member shall disclose or use Confidential Information for any purpose other than the SL Angels’ investment activity, which activity may include conferring with a member’s investment advisors, or other members. Each member will use the same degree of care, but no less than a reasonable degree of care, as the member uses with respect to its own information of a similar nature to protect the Confidential Information and to prevent: (a) any use of Confidential Information in violation of this Agreement; and/or (b) any communication of Confidential Information to any unauthorized third party. Upon the Steering Committee’s request, a member will promptly return or destroy all copies of Confidential Information (including all notes, summaries and abstracts thereof) and certify to SL Angels that such Confidential Information has been returned or destroyed.
- Permitted Disclosure: Members may only disclose Confidential Information as set forth above or pursuant to applicable federal, state or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction.
- Member Information: Members shall not disclose any information on other members without the express consent of such members.
Section 6: GENERAL
- Jurisdiction: This agreement is governed by and constructed in accordance with the laws of India. In case any disputes or differences arise in respect of the agreement the same shall be subject to the jurisdiction of the Courts located where the corporate office of The Angel Network is located at the time of filing the case.
- Assignment: Assignment: This Membership Agreement is binding and for the benefit of SL Angels and its members only. A member may not assign his or her rights under this Membership Agreement to any other party.
- Entire Agreement: This Membership Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereto and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter. No party may rely on any statement, representation, warranty or agreement of the other party or of any other person acting on such party’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Membership Agreement.
- Electronic Signatures: Each member agrees that the electronic signature, whether digital or encrypted, of the member and of an authorized representative of SL Angels included in this Membership Agreement is intended to authenticate this writing and to have the same force and effect as a manual signature. “Electronic signature” means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.
- Notice: Members and SL Angels shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Membership Agreement in writing and addressed to the other party at the address set forth in the online investment portal used by SL Angels. The SL Angels shall deliver all notices by email, facsimile, postal mail or personal delivery to the member’s address as specified in the Membership Application.
- No Waiver: No waiver by either SL Angels or any member of any breach by the other of any condition or provision of this Membership Agreement with regard to any other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by any party in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege. No waiver under this Membership Agreement is effective unless it is in writing, identified as a waiver to this Membership Agreement and signed by an authorized representative of the party waiving its right.
- No Third Party Beneficiary: This Membership Agreement is not intended to benefit any third party and does not confer any rights or remedies to any person or entity other than the parties to this Membership Agreement.
- Severability: If any term or provision of this Membership Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Membership Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.