Terms of Service
ESOP Guardian is an online platform owned and operated by Corporate Professional REGTECH Pvt. Ltd. ("Company," "We," "Us," or "Our") that helps companies and their employees manage employee stock ownership plans (ESOPs) — including cap tables, vesting schedules, option grants, and the exercise of vested options — through our website and application (together, the "Services").
These Terms of Service ("Terms") explain the rules for using our website and application. By visiting www.esopguardian.com, creating an account, or otherwise using the Services, you agree to these Terms and to our Privacy Policy. If you do not agree, please do not use the Services.
These Terms of Service apply to access and use of the ESOP Guardian website and platform. Commercial terms, service scope, fees, liability allocation, and Customer-specific obligations, if any, shall be governed by the separate signed agreement between the Company and the relevant Customer.
To keep these Terms easy to follow, here's what some of the key terms mean. These meanings apply wherever the terms are used below, even if they're not repeated in full each time.
These Terms apply to every visitor, registered User, and account holder of the Services. If you are using the Services on behalf of a customer, you are using the Services as that Customer's authorized User, for the Customer's internal business purposes, for as long as your access remains active. You and the Customer are each responsible for complying with these Terms and may be held jointly responsible for any breach.
Where ESOP Guardian is used by a Customer for managing ESOP-related records, employee information, grant details, vesting, exercise, cap table, reports, or related information, the Customer shall be responsible for determining the purpose and manner of Processing such data. In such cases, the Company acts only as a data processor and Processes Personal Data on behalf of, and as per the instructions of, the relevant Customer.
We Process Personal Data only for providing, maintaining, securing, and improving the Services, and for such other purposes as may be permitted under the agreement with the Customer, these Terms, our Privacy Policy, or applicable law.
We take reasonable technical and organizational measures to protect Personal Data against unauthorized access, loss, misuse, alteration, or disclosure. However, the Customer remains responsible for ensuring that it has the necessary rights, consents, notices, and lawful basis to upload, share, or Process Personal Data through ESOP Guardian.
Upon termination of access or expiry of the relevant Customer arrangement, Personal Data shall be retained, returned, or deleted in accordance with the applicable agreement with the Customer, our Privacy Policy, and applicable law.
Any request from an employee, User, or other individual in relation to their Personal Data may be routed to the relevant Customer, as the Customer determines the purpose and manner of Processing such data.
All ESOP-related information displayed on ESOP Guardian, including grant details, vesting schedules, exercise status, cap table information, valuation references, and related calculations, is based on the data, documents, assumptions, and instructions provided by the relevant Customer. The legally binding position shall always be determined by the applicable ESOP scheme, grant letter, board/NRC/shareholder approvals, trust documents, valuation reports, signed agreements, and applicable law.
Think of ESOP Guardian as a tool that reflects the data it's given — if something looks off, your official scheme documents and approvals always govern, not what's shown on screen.
Subject to your level of access, you may use ESOP Guardian to view your equity information, track vesting, exercise options, and access related reports and documents made available to you.
To keep ESOP Guardian safe and reliable for everyone, you agree not to:
If you're given a login, password, or similar credential to access ESOP Guardian, keep it confidential and don't share it with anyone else. Let us know immediately if you suspect unauthorized use of your account. You're responsible for keeping your account information accurate and up to date, and for all activity that happens under your account — including actions taken by anyone you allow to use your login. We may suspend or disable your access if we reasonably believe these Terms have been breached.
You may only access ESOP Guardian from devices that you own or control.
You are responsible for ensuring that any data, documents, or information uploaded by you or on your behalf ("User Content") is accurate, lawful, and appropriately backed up. While we take reasonable measures to protect User Content, we shall not be responsible for any loss, corruption, or deletion of User Content caused by incorrect uploads, user error, compromised login credentials, Customer-side instructions, third-party systems, or events beyond our reasonable control.
ESOP Guardian — including its Software, design, features, and Documentation — is owned by the Company. Using the Services doesn't give you ownership of, or any license to, our platform beyond what's needed to use it as intended under these Terms.
If you send us suggestions or feedback about ESOP Guardian, we're free to use it to improve our Services without any obligation or payment to you.
Your access to ESOP Guardian generally lasts as long as your relationship with the Customer who provisioned your account, or for as long as you maintain an active account directly with us, whichever applies.
We may end your access to the Services if you materially breach these Terms, if required to do so by law or a legal process, if instructed by the Customer who provisioned your access, or if we reasonably believe your use of the Services poses harm or risk to us, other Users, or third parties.
If you signed up through a Customer, that Customer may also terminate your access at any time, for any reason permitted under their agreement with us.
Once your access ends, your right to use the Services stops immediately. Provisions of these Terms that are intended to survive termination — including those relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution — will continue to apply even after your access ends.
In some cases, rather than ending your access permanently, we may temporarily suspend it instead.
We may suspend your access to the Services, in whole or in part, without prior notice, where:
Where reasonably practicable, we'll try to notify you (or the Customer through whom you access the Services) before or promptly after any suspension, along with the reason for it. A suspension will generally last only as long as necessary to address the underlying issue.
Once the issue giving rise to the suspension has been resolved — for example, a breach is cured or overdue payment is settled — we will typically restore access. We're not obligated to reinstate access where the underlying issue remains unresolved, or where we decide instead to terminate your access under Section 7.
Suspension is usually temporary and tied to a specific issue; termination ends your access for good. We'll try to tell you which one is happening and why.
ESOP Guardian is offered to Customers on a custom, contract-based pricing model. Fees, billing frequency, and payment terms are set out in the commercial agreement signed between the Customer and the Company, and are not published on this website.
In most cases, the Customer is responsible for paying any fees for the Services. If you have signed up for or are billed directly for the Services in your individual capacity, the terms below apply to you directly.
Charges are invoiced and payable in accordance with the terms agreed in the relevant signed agreement, including the applicable currency, due dates, and accepted payment methods. Late or failed payments may result in suspension of access, as described in Section 8.
All fees are exclusive of applicable taxes, including GST or other government levies, unless stated otherwise in the signed agreement. The paying party is responsible for any such taxes, other than taxes on our net income.
We may revise our pricing from time to time. Any change to pricing for an existing Customer will be communicated in advance and will take effect in accordance with the terms of the relevant signed agreement, or upon renewal.
Except as expressly set out in a signed agreement with the Customer, all fees paid for the Services are non-refundable, including where access is suspended or terminated for a breach of these Terms.
Pricing for ESOP Guardian is custom to each Customer and set out in your signed agreement, not on this page. As a general rule, fees already paid are not refunded.
We treat information you share with us as confidential and use industry-standard safeguards to protect it. We Process your Personal Data in line with these Terms, our Privacy Policy, and any applicable agreement with the Customer through whom you access the Services. We may disclose information about you where required by law, in response to a valid legal request, or to protect our rights or those of our customers. Any suspected fraudulent or unlawful activity may be reported to the relevant authorities.
We won't share your information except as described here, in our Privacy Policy, or as required by law.
Please read this section carefully — it explains the limits of what we promise and what we're responsible for.
ESOP GUARDIAN IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES.
INFORMATION SHOWN IN ESOP GUARDIAN — INCLUDING CAP TABLE DATA, VESTING SCHEDULES, VALUATIONS, AND EXERCISE CALCULATIONS — IS PROVIDED FOR ILLUSTRATIVE PURPOSES ONLY. IT IS NOT TAX, LEGAL, OR FINANCIAL ADVICE, AND SHOULD NOT BE RELIED UPON AS SUCH. PLEASE CONSULT A QUALIFIED PROFESSIONAL BEFORE MAKING ANY DECISIONS BASED ON THIS INFORMATION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, CONSULTANTS, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY SIMILAR LOSS ARISING FROM OR IN CONNECTION WITH USE OF THE SERVICES.
WHERE THE SERVICES ARE USED UNDER A SEPARATE SIGNED AGREEMENT WITH A CUSTOMER, THE COMPANY'S LIABILITY SHALL BE LIMITED IN ACCORDANCE WITH THE LIABILITY PROVISIONS OF SUCH SIGNED AGREEMENT. WHERE NO SUCH AGREEMENT APPLIES, THE COMPANY'S LIABILITY SHALL BE LIMITED TO INR 25,000 (RUPEES TWENTY-FIVE THOUSAND ONLY), TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY FOR FRAUD, WILFUL MISCONDUCT, GROSS NEGLIGENCE, BREACH OF CONFIDENTIALITY OBLIGATIONS, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, BREACH OF APPLICABLE DATA PROTECTION OBLIGATIONS, OR ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
We work hard to keep ESOP Guardian accurate and reliable, but it's a tool to help you track your equity — always confirm important decisions with your company or a qualified advisor.
Nothing available on ESOP Guardian, whether on the website, application, reports, dashboards, communications, or related materials, shall be treated as an offer, invitation, solicitation, recommendation, or advice to buy, sell, subscribe, exercise, transfer, or otherwise deal in any securities, options, or other financial instruments.
ESOP Guardian is a technology and administration support platform. It does not provide investment advice, legal advice, tax advice, financial planning advice, valuation advice, or securities market advice. You should consult your company, legal advisor, tax advisor, financial advisor, or other qualified professional before making any decision in relation to ESOPs, securities, tax liability, exercise of options, liquidity, or exit.
ESOP Guardian helps you track and administer your equity — it isn't a substitute for advice from your company or a qualified professional before you make any financial decision.
You agree to compensate and hold harmless the Company, its Affiliates, and their officers, directors, employees, and agents from any claims, losses, or expenses (including reasonable legal fees) arising from your breach of these Terms.
We may update these Terms from time to time. If we make material changes, we'll notify you at least ten (10) days before they take effect. Continuing to use ESOP Guardian after that date means you accept the updated Terms. The latest version is always available on this page.
You may not transfer your rights or obligations under these Terms to anyone else without our written consent. These Terms bind, and inure to the benefit of, you and the Company, and your and our respective permitted successors.
These Terms, together with our Privacy Policy and any other policies referenced here, make up the entire agreement between you and us regarding your use of ESOP Guardian, and replace any earlier understandings on the subject.
If ESOP Guardian links to or integrates with third-party services, your use of those services is governed by their own terms and privacy policies. We're not responsible for how third parties handle your data or for any issues arising from your use of their services.
We won't be held responsible for delays or failures in our Services caused by events beyond our reasonable control, such as natural disasters, government actions, civil unrest, or technical outages outside our systems.
These Terms are governed by the laws of India. You and we agree to submit to the exclusive jurisdiction of the courts at New Delhi, India. If a dispute arises, we'll first try to resolve it through mediation. If that doesn't work, it will be settled through binding arbitration under the Arbitration and Conciliation Act, 1996, with a sole arbitrator, seated in New Delhi, conducted in English.
We may send you notices by email, post, or courier, using the contact details on your account. Notices sent by email are considered received on the next business day.
Using ESOP Guardian doesn't create a partnership, joint venture, agency, or employment relationship between you and the Company.
If any part of these Terms is found to be unenforceable, the rest will continue to apply, and the unenforceable part will be adjusted to reflect its original intent as closely as possible under the law.
Questions about these Terms? Reach out to us at support@esopguardian.com.
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