TERMS OF SERVICE

1. Introduction and Scope of Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between you ("the Client", "User", or "you") and VD AR CONSULTANCY (ABN: 83 127 178 751), trading as Bhoomirang ("the Company", "we", "us", or "our"). These Terms govern your access to the Bhoomirang website, the downloading of proprietary research, and the submission of applications for our strategic partnership programs.

By engaging with our platform, you acknowledge that you have read, understood, and agreed to be bound by these Terms, our Privacy Policy, and all applicable Australian laws and regulations.

1.1 Global Service Delivery

While Bhoomirang delivers services to startups worldwide, these Terms are governed exclusively by Victorian law:

• Governing Law: These Terms are governed by and construed in accordance with the laws of Victoria, Australia
• Jurisdiction: Users outside Australia acknowledge and consent to Victorian jurisdiction for all disputes
• Court Proceedings: All disputes will be resolved in Victorian courts regardless of user location
• Australian Consumer Law: Our services comply with the Competition and Consumer Act 2010 (Cth) and Australian Consumer Law
• Currency: All financial transactions and valuations are denominated in Australian Dollars (AUD)
• Exchange Rate Risk: For international partnerships, exchange rate risk is borne by the client

2. Global Operations Framework

Bhoomirang operates globally through digital platforms and remote collaboration:

2.1 Service Delivery

• Digital Platforms: Services delivered globally via video conferencing, project management tools, and digital collaboration platforms
• Remote Collaboration: All partnership work can be executed remotely without requirement for physical presence
• Time Zone Flexibility: We accommodate global time zones for meetings and communications

2.2 User Compliance Obligations

Users are responsible for compliance with their local laws:

• Local Law Compliance: Users must comply with all applicable laws in their jurisdiction, including export controls, economic sanctions, data protection regulations, and business registration requirements
• Export Controls: Users must not use our services in violation of Australian or international export control laws
• Sanctions Compliance: We do not provide services to entities located in countries subject to Australian or international trade sanctions (as listed by DFAT)
• Legal Capacity: Users warrant they have legal capacity to enter into contracts in their jurisdiction
• Business Legitimacy: Users warrant truthful representation of their business registration status and corporate structure

2.3 Cross-Border Data Transfers

Users acknowledge that cross-border data transfers to the United States are necessary for service delivery, as detailed in our Privacy Policy Section 6. By using our services, you consent to these transfers.

3. Strategic Partnership Models

Bhoomirang operates as a curated growth partner. Our engagement models are categorized as follows:

1. Direct Fee-for-Service: Professional consultancy services provided at a fixed AUD rate or hourly retainer, payable in Australian Dollars.
2. Hybrid Capital Model: A split engagement where 50% of the service value is paid in AUD and 50% is converted into an equity stake in the Client entity.
3. Full Equity Partnership (Equity Swap): 100% of the service value is invested into the Client entity in exchange for a negotiated percentage of ordinary or preferred shares.

4. Application Portal and Due Diligence Protocol

Submitting information via our "Application Portal" constitutes an "Expression of Interest" only and does not create a binding partnership or service agreement.

• Mandatory Vetting: All potential partners must undergo a multi-stage Due Diligence process, including financial, technical, and market viability assessments.
• Absolute Discretion: Bhoomirang retains the unilateral right to cease Due Diligence or reject a partnership application at any time, for any reason, without liability.
• Warranty of Truthfulness: You warrant that all pitch decks, cap tables, financial data, and business information provided are accurate, complete, and not misleading. Any material misrepresentation discovered post-partnership may result in immediate termination of services and potential legal action for breach of contract.

5. User Data Obligations and Warranties

5.1 Data Accuracy Requirements

Users must provide accurate, complete, and truthful information:

• Accurate Information: All submitted information must be accurate, complete, and current at the time of submission
• Email Verification Mandatory: Email verification is required and confirms your identity and consent to data processing
• Consent to Data Processing: Submission constitutes consent to all data processing described in our Privacy Policy
• Cross-Border Transfer Acknowledgment: Users acknowledge and consent to cross-border data transfers to service providers in the United States
• Update Obligations: Users must promptly update information if circumstances change materially
• Consequences of Misrepresentation: Material misrepresentation may result in immediate termination and legal action

5.2 Data Accuracy Warranty

By submitting an application or information, you expressly warrant that:

• Financial Information Accuracy: All financial forecasts, revenue projections, and financial statements are accurate and prepared in good faith
• Cap Table Accuracy: Capitalization tables accurately reflect current ownership structure and all outstanding securities
• Pitch Material Truthfulness: All pitch materials, presentations, and business descriptions are truthful and not misleading
• Right to Disclose: You have the right to disclose all information provided and such disclosure does not violate any third-party rights or confidentiality obligations
• Discovery of Misrepresentation: Discovery of material misrepresentation entitles Bhoomirang to immediate termination of any agreements
• Fraudulent Submissions: Fraudulent submissions may result in referral to law enforcement authorities
• Liability for Losses: Users remain liable for losses caused by inaccurate information, notwithstanding our due diligence process

5.3 Third-Party Verification Rights

Bhoomirang reserves the right to verify submitted information through third-party sources including regulatory bodies, credit reporting agencies, and due diligence databases. Our due diligence process does not relieve users of their warranty obligations.

6. Financials, Currency, and Service Valuation

• AUD Benchmarking: To ensure global consistency, all valuations of Bhoomirang's time-capital, consultancy man-hours, and project deliverables are denominated and calculated in Australian Dollars (AUD).
• Equity Calculation: For equity-based models, the number of shares or percentage of ownership granted to Bhoomirang is determined by dividing the total AUD value of the agreed services by the Client's pre-money valuation at the time of the partnership kickoff.
• Currency Conversion: For international clients, any currency conversions will use the exchange rate at the time of agreement execution. Exchange rate fluctuations are the responsibility of the client.
• Payment Terms: All fee-for-service and hybrid model payments must be made in Australian Dollars unless explicitly agreed otherwise in a signed Master Service Agreement.

7. Acceptable Use Policy

Users must comply with the following acceptable use requirements:

7.1 Prohibited Activities

• No Automated Scraping: Prohibition on automated scraping, data extraction, crawling, or harvesting of website content
• No Security Circumvention: No circumvention of email verification, rate limiting, CSRF protection, or other security measures
• No False Information: No submission of false, misleading, fraudulent, or deceptive information
• No Unlawful Use: No use of platform for unlawful purposes including money laundering, fraud, or financing of illegal activities
• No Impersonation: No impersonation of others or use of false identities
• No Malware: No transmission of malware, viruses, trojans, or other malicious code
• No Excessive Requests: No excessive requests or actions that could impact platform performance or availability for others
• No Reverse Engineering: No reverse engineering, decompiling, or disassembling of platform functionality

7.2 Security Cooperation

Users have the following security cooperation obligations:

• Investigation Cooperation: Users must cooperate with security investigations and incident response procedures
• Security Monitoring Acknowledgment: Users acknowledge comprehensive security monitoring, audit logging, and fraud detection systems
• No Interference: Users must not interfere with or bypass platform security controls including rate limiting, CSRF protection, or email verification
• Responsible Disclosure: Responsible disclosure of security vulnerabilities is encouraged. Contact connect@bhoomirang.com for security concerns.
• Good Faith Protection: Good faith security research conducted responsibly and reported privately will not result in legal action

8. Consequences and Enforcement

8.1 Violation Consequences

Violation of these Terms may result in:

• Immediate Suspension: Immediate suspension or termination of access to the platform and all services
• Data Removal: Removal of submitted applications, research access, and all associated data
• Law Enforcement Referral: Referral to law enforcement authorities for fraudulent, illegal, or malicious activity
• Legal Action: Legal action to recover damages, losses, or costs caused by violations
• Permanent Ban: Permanent ban from future applications, partnerships, or platform access
• No Refunds: No refund of any fees paid if termination is for cause
• Reservation of Rights: Reservation of all legal rights, remedies, and causes of action

8.2 Enforcement Discretion

Bhoomirang has sole discretion to determine violations and appropriate consequences. We reserve the right to terminate access or services at any time for any reason without prior notice or liability.

9. Intellectual Property (IP) and Proprietary Content

• Bhoomirang Proprietary Rights: The website design, geometric boomerang animations, source code, and all proprietary research reports are the exclusive Intellectual Property of VD AR CONSULTANCY.
• Limited License: Users are granted a non-exclusive, non-transferable, revocable license to view the Site and use downloaded research for internal strategic purposes only. No commercial use, redistribution, or republication is permitted.
• Project-Specific IP: Ownership of IP developed during a partnership (e.g., MVPs, custom marketing assets, software code) will be explicitly defined in a separate Master Service Agreement (MSA). In the absence of an MSA, all IP developed by Bhoomirang remains the property of Bhoomirang until such time as the agreed equity is legally issued and recorded.
• Client IP Protection: We recognize that client pitch materials, business plans, and proprietary information constitute trade secrets. We implement strict confidentiality measures as detailed in our Privacy Policy Section 8.

10. Lead Generation and Marketing Communications

10.1 Spam Act Compliance

By submitting your email to access our research, portal, or meeting request forms, you provide "express consent" under the Spam Act 2003 (Cth) to receive commercial electronic messages from us.

10.2 Communication Categories

• Transactional Communications: Application confirmations, email verifications, meeting reminders, and partnership status updates (cannot unsubscribe as these are essential)
• Marketing Communications: Research releases, partnership opportunities, industry insights, and thought leadership content (can unsubscribe via link in email footer)

10.3 Unsubscribe Rights

You may revoke consent for marketing communications at any time via the "unsubscribe" link included in every marketing email. We process unsubscribe requests within 5 business days. Unsubscribing from marketing does not affect transactional communications necessary for service delivery.

11. Limitation of Liability and Indemnity

To the maximum extent permitted by the Competition and Consumer Act 2010 (Cth):

11.1 Disclaimers

• No Professional Advice: Our research and website content are provided for general informational purposes and do not constitute legal, financial, tax, or investment advice. You should consult appropriate professionals before making business decisions.
• As-Is Provision: We provide our website and services "as-is" and "as available" without any express or implied warranties regarding uptime, availability, accuracy, or results.
• No Guarantee of Outcomes: We make no guarantees regarding partnership success, business outcomes, funding success, or revenue generation.

11.2 Limitation of Liability

To the maximum extent permitted by law:

• Indirect Damages: We are not liable for indirect, incidental, special, consequential, or punitive damages
• Lost Profits: We are not liable for lost profits, revenue, data, or business opportunities
• Maximum Liability: Our total liability for any claims arising from these Terms or use of our services shall not exceed the fees paid by you in the 12 months prior to the claim
• Australian Consumer Law: Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under Australian Consumer Law that cannot be lawfully excluded

11.3 User Indemnity

You agree to indemnify and hold harmless VD AR CONSULTANCY, its directors, officers, employees, and agents from any claims, losses, damages, liabilities, costs, or expenses (including reasonable legal fees) arising from:

• Your breach of these Terms or our Privacy Policy
• Your violation of any law or regulation
• Your infringement of any third-party rights
• Inaccurate or fraudulent information you provide
• Your use or misuse of our services or platform

12. Dispute Resolution and Governing Law

12.1 Governing Law and Jurisdiction

• Victorian Law: These Terms are governed by and construed in accordance with the laws of Victoria, Australia.
• Exclusive Jurisdiction: You irrevocably submit to the exclusive jurisdiction of the Victorian courts for resolution of any disputes arising from these Terms or your use of our services.
• Global Users: This exclusive jurisdiction applies to all users regardless of their location. International users consent to Victorian jurisdiction by using our services.

12.2 Dispute Resolution Process

In the event of a dispute:

1. Good Faith Negotiation: The parties agree to first attempt to resolve the dispute through good faith negotiation
2. Mediation in Melbourne: If negotiation fails, the parties agree to mediation in Melbourne, Victoria before escalating to court proceedings
3. Court Proceedings: If mediation fails, either party may commence proceedings in the Victorian courts

13. Complaints Process

If you have a complaint about our services or believe we have breached these Terms:

1. Submit a written complaint via our website contact form or email connect@bhoomirang.com
2. We will acknowledge receipt within 5 business days
3. We will investigate and provide a substantive response within 30 days
4. If you remain unsatisfied, you may pursue legal remedies in Victorian courts

For privacy-related complaints, see our Privacy Policy Section 11 for the detailed complaints and escalation process including OAIC contact information.

14. General Provisions

14.1 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

14.2 Force Majeure

We are not liable for any failure to perform our obligations due to events beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, global network failures, regulatory changes, or third-party service provider outages.

14.3 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Bhoomirang regarding your use of the website and services, superseding any prior agreements or understandings.

14.4 Amendment Rights

We reserve the right to modify these Terms at any time. Material changes will be notified to registered users via email with 30 days advance notice. Continued use after the notice period constitutes acceptance of the updated Terms.

14.5 No Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or our right to enforce it in the future.

14.6 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any third party without restriction.

15. Contact Information

16. About Our Business

VD AR CONSULTANCY (trading as Bhoomirang) is a registered Australian business:

• Registration: Australian-registered business with ABN 83 127 178 751
• Global Operations: Serving startups worldwide through digital platforms and remote collaboration
• Service Model: Service-for-equity partnership model for early-stage and growth-stage startups
• Governing Law: All operations governed by the laws of Victoria, Australia
• Currency: All financial dealings conducted in Australian Dollars (AUD)