Terms of Use

CapitalXB Finance Private Limited, a company within the meaning of Companies Act, 2013, CIN: U64990MH2023PTC412687, and having its registered office at A-801, 81 Crest, Linking Road, Santacruz (West), Mumbai, India 400054 (hereinafter referred to as "CapitalXB", "Company", "We", "Us" or "Our"), owns and operates the platform, mobile application and the website Terms of Use - CapitalXB Finance ("the Platform"). By accessing or using this Platform, you ("User" or "You") acknowledge that CapitalXB facilitates and enables the Users, including borrowers and financial institutions, to access various financial products, opportunities and other services related to lending offered or facilitated through the Platform ("the Services").

Terms used herein and not defined shall have the same meanings as defined in the Master Service Agreement.

By accessing or using the Platform, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not access or use the Services. These Terms constitute a legally binding agreement between you and CapitalXB. These Terms shall be read in conjunction with the master services agreement entered into between You and CapitalXB ("the Master Services Agreement"). Changes to the Terms, if any shall be updated in the Platform from time to time and usage of the Platform shall be considered as acceptance of such amended Terms.

2.1. The Platform is a technology-enabled syndication marketplace designed to facilitate collaboration, information exchange, and transaction coordination among registered Non-Banking Financial Companies (NBFCs), banks, prospective Customers and other entities registered under the Platform for activities including, but not limited to:

• a. Loan or asset syndication;
• b. Portfolio sharing or referral of lending opportunities;
• c. Data and document exchange related to eligible financial transactions; and
• d. Monitoring and other services, as may be availed by You, specified under the Partnership Agreement.

2.2. CapitalXB does not provide financial, investment, credit, or legal advice and does not act as a borrower, guarantor, or fiduciary, to any Customer.

2.3. Bilateral agreements between Users shall be entered into independently solely between the Users, and CapitalXB shall not a party to such transactions.

2.4. We reserve the right to modify, suspend, or discontinue any feature or aspect of the Services at our discretion, on such terms of the Master Services Agreement.

3.1. The collection, use, storage, and disclosure of information on the Platform shall be governed by CapitalXB's Privacy Policy, which forms an integral part of these Terms.

3.2. Each User represents that it has obtained all necessary customer consents, approvals, and regulatory permissions to share any personal or financial data uploaded by it to the Platform.

3.3. CapitalXB shall implement reasonable technical and organizational safeguards in accordance with applicable Data Privacy Laws.

3.4. Consent for Data Sharing

Each User agrees, acknowledges and consents that the Customer Data and other information shared by the User shall be shared with lenders interested in the proposed financial assistance and the details shared by interested lender shall be shared with the Customers, which will be used by the respective parties and / or their service providers for purpose of concluding the transactions. Each User agrees to use such data shared, in accordance with Applicable Law and the Data Privacy Laws.

The Users agree that they have similar confidentiality provisions with respect to handling the data with its service providers and shall be responsible and liable for any breach of Data Privacy Laws or confidentiality obligations by third party engaged by the respective User.

• a. Without limiting the foregoing, each User consents to: participating lenders, co‑lenders, syndicate members or assignees; and
• b. lending service providers, agents or vendors engaged by such lenders,
• c. for purposes including credit appraisal, underwriting, loan origination, servicing, monitoring, reporting, recovery, regulatory compliance and related lawful activities.

3.5. CapitalXB and each User shall rely on the representations and warranties of the other party in this regard and shall not be responsible for verifying the adequacy, validity or scope of any consent obtained by the User. Any liability arising from absence, insufficiency or withdrawal of consent shall be borne solely by the User.

4.1. Access to the Platform is restricted to entities that:

• a. Banks, NBFCs, other financial institutions, eligible to lend financial assistances in accordance with the applicable directions from Reserve Bank of India (RBI);
• b. Maintain a valid Certificate of Registration (CoR);
• c. Are not subject to any prohibition, suspension, or material regulatory restriction.

4.2. We shall conduct Know Your Customer (KYC) and compliance checks prior to onboarding and on an ongoing basis in compliance with the Reserve Bank of India (Non-Banking Financial Companies – Know Your Customer) Directions, 2025.¹

4.3. Any misrepresentation regarding regulatory status shall constitute immediate grounds for suspension or termination.

¹ RBI (NBFC – KYC) Directions 2025 — https://www.rbi.org.in/Scripts/BS_ViewMasDirections

5.1. Access to the Platform shall be permitted only to Your authorised users, as expressly nominated by you through its designated administrator and authenticated through unique login credentials.

5.2. You shall be solely responsible for all activities carried out through Your user accounts, whether authorised or unauthorised.

5.3. User credentials, including usernames and passwords, shall be kept strictly confidential.

5.4. Sharing, transfer, or disclosure of login credentials is prohibited. User shall be liable for any loss, misuse, or regulatory consequence arising from failure to maintain such confidentiality.

5.5. You shall promptly notify CapitalXB upon becoming aware of any unauthorised access, security breach, or suspected compromise of user credentials.

5.6. CapitalXB reserves the right to suspend, restrict, or revoke access to the Platform, in whole or in part, without liability, where:

• a. there is a breach of these Terms or terms of the Master Services Agreement;
• b. misuse or suspected misuse is identified; or
• c. required pursuant to any regulatory direction or supervisory requirement.

6.1. The Platform may collect and process the following categories of data:

• a. Institutional information (registration details, regulatory filings);
• b. Authorized user information;
• c. Personal information of the Customers, promoters and directors
• d. Transaction-related data;
• e. Financial, credit, or portfolio-level data shared for purpose of availing the Services;
• f. Platform usage and technical data.

6.2. Each User retains ownership of its proprietary data. However, by using the Platform, you grant CapitalXB a limited, non-exclusive license to process such data solely for the purpose of providing the Services.

6.3. Data may be anonymized or aggregated for analytics, compliance, or improvement of the Platform.

Permitted Use

7.1. The Platform may be used solely for purposes consistent with User's regulatory status and approvals, including:

• a. Managing User's own loan portfolio, borrower records, and credit monitoring functions and reports;
• b. Conducting credit appraisal, loan origination, servicing, monitoring and recovery workflows;
• c. Accessing dashboards, reports, analytics and outputs relating exclusively to User's own portfolio;
• d. Purposes permitted under applicable laws including RBI registrations, directions and approvals.

Prohibited Use

7.2. User shall not, directly or indirectly:

• a. Use the Platform for any unlawful purpose or in violation of directions issued by RBI, SEBI, FEMA authorities or any other applicable regulator;
• b. Upload, process or share personal data without valid and lawful consent in accordance with the Digital Personal Data Protection Act, 2023;
• c. Attempt to reverse engineer, copy, reproduce, scrape or replicate any part of the Platform or its underlying systems;
• d. Use the Platform to process data or transactions beyond the agreed scope of Services or outside your regulatory permissions.

8.1. CapitalXB reserves the right to monitor Platform usage for:

• a. Compliance with these Terms;
• b. Fraud detection;
• c. Regulatory compliance;
• d. Information security and system integrity.

8.2. Monitoring shall not be construed as endorsement, approval, or verification of any transaction or data uploaded by Users.

8.3. CapitalXB may suspend or restrict access if any activity is reasonably suspected to violate:

• a. Applicable laws or RBI regulations;
• b. These Terms;
• c. Information security standards in accordance with our internal policies.

8.4. In our efforts to promote good citizenship within the internet community, if we become aware of inappropriate use of the Platform or any of its facilities, by any User logged in to the Platform or any of its associated sites is to be construed as public conversation only, and CapitalXB shall not be liable or responsible for such public conversation.

8.5. You agree that in such cases, we will respond in any way that, in our sole discretion, as deemed appropriate. You acknowledge that CapitalXB will have the right to report to law enforcement authorities any actions that may be considered illegal, as well as any information it receives of such illegal conduct. When requested, CapitalXB will co-operate fully with law enforcement agencies in any investigation of alleged illegal activity on the internet.

9.1. User acknowledges that use of the Platform does not absolve it of any regulatory, statutory or supervisory obligations applicable to it as an NBFC, bank, fintech or regulated entity under RBI or regulations.

9.2. User shall at all times ensure compliance with:

• a. RBI Master Directions and circulars (including Digital Lending, KYC, Fair Practices, Outsourcing and Customer Protection norms);
• b. applicable Data Privacy Laws; and
• c. all conditions attached to its Certificate of Registration or regulatory approvals.

9.3. CapitalXB shall have the right to suspend or restrict Services if continued provision would reasonably result in a regulatory non‑compliance, supervisory concern, or violation of law.

9.4. User acknowledges and consents that:

• a. RBI or any other competent authority may inspect, audit or seek information relating to User's activities conducted on or through the Platform; and
• b. CapitalXB may disclose relevant records, logs, and information to such authorities as required under applicable laws or regulatory directions.

10.1. All intellectual property rights, including but not limited to copyrights, trademarks, service marks, trade names, logos, domain names, software, algorithms, databases, user interfaces, documentation, and platform design (collectively, "Platform IP"), are and shall remain the exclusive property of CapitalXB or its licensors.

10.2. Subject to compliance with these Terms and the terms of the Master Service Agreement, CapitalXB grants the User a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform IP solely for lawful internal business purposes relating to syndication activities facilitated through the Platform.

10.3. The Users shall not:

• a. Copy, modify, translate, reverse engineer, decompile, or create derivative works of the Platform IP;
• b. Use the Platform IP for any commercial purpose outside the scope of these Terms;
• c. Remove or obscure any proprietary notices or branding;
• d. Claim ownership or authorship of any Platform IP.

10.4. All intellectual property rights in data, documents, transaction structures, branding, and materials uploaded or shared by a User ("User IP") shall remain the sole property of such User.

10.5. By uploading or sharing any User IP on the Platform, the User grants the CapitalXB a limited, royalty-free, non-exclusive license to host, process, display, transmit, and store such User IP solely for:

• a. Providing and operating the Services;
• b. Facilitating syndication-related transactions;
• c. Compliance, audit, and regulatory purposes;
• d. Platform analytics and performance improvement (including anonymised or aggregated use).

10.6. Nothing in these Terms shall be construed as transferring any intellectual property rights between Us and the User, except for the limited licenses expressly provided herein.

10.7. Each User represents and warrants that it owns or lawfully controls all intellectual property rights in the User IP shared on the Platform and that such use does not infringe the rights of any third party.

10.8. CapitalXB reserves the right to investigate and take appropriate action against any unauthorised use or infringement of Platform IP, including suspension or termination of access, without prejudice to any other legal remedies available under applicable law.

11.1. Each User agrees to indemnify, defend, and hold harmless CapitalXB, its directors, officers, employees, and affiliates from and against any claims, losses, damages, penalties, or expenses arising out of:

• a. Breach of these Terms;
• b. Violation of applicable laws or RBI guidelines;
• c. Inaccurate or unlawful data sharing;
• d. Disputes between Users;
• e. Claims by customers, regulators, or third parties attributable to your actions.

7.2 This indemnity shall survive termination of these Terms.

12.1. These Terms and the terms of the Master Service Agreement shall be governed by and construed in accordance with the laws of India.

12.2. Subject to applicable dispute resolution provisions, the courts at Mumbai, Maharashtra shall have exclusive jurisdiction.

12.3. Nothing in these Terms shall limit the powers of the RBI or any statutory authority.

12.4. In the event of any dispute, claim, or disagreement between the User and CapitalXB, arising out of or in connection with the Services or the Platform, the same shall be settled on best effort basis by an arbitration to be held in the place as mentioned in the place of execution of this Agreement, in accordance with the Arbitration and Conciliation Act, 1996, or any statutory amendments thereto and shall be referred to a sole arbitrator to be appointed by CapitalXB.

12.5. The arbitration proceedings shall be in English language. Cost of arbitration shall be borne by the User.

12.6. The award of the arbitrator shall be final, conclusive and binding upon the Parties.

13.1. In accordance with applicable Indian laws, CapitalXB has appointed a Nodal Officer,

13.2. Any complaints related to the Platform, Services, or Terms shall be acknowledged within 48 hours and resolved within 30 days.

13.3. Disputes between the Users arising from syndication transactions shall be resolved directly between such parties, without recourse to the CapitalXB.