1. Introduction

1.1 Welcome to Klubworks Commerce. We are happy to have you with us! Klub Works Commerce Private Limited (“we”, “us”, “our”, “Klub”) is a company incorporated under Indian laws, bearing U62099KA2023FTC175696, and having its registered office address at Municipal 9, 80 Feet Road, Industrial Layout, IIIrd Block, Koramangala, Bengaluru – 560034, Karnataka, India. We at Klub offer cross-border eCommerce solutions, empowering sellers/ brands/ manufacturers to expand their reach and sell on international marketplaces or to B2B buyers across the globe and for international buyers to discover products from sellers across multiple categories. Klub includes its associated companies.

1.2 We would like our users (“you”, “your”) to read these Terms of Use (“Terms”) carefully, as these Terms form a legally binding agreement between you and us. These Terms govern your use of our website www.klubworks.commerce.com (“Website”) and our e-commerce platform, the features, Content, applications, successor Website, or upgrades, offered by us from time to time on the Website or platform (collectively the “Platform”).

1.3 By accessing or browsing the Platform or clicking “I agree” or “Submit”, you are indicating your acceptance of these Terms. If you do not agree with any part of the Terms, you must stop using the Platform immediately.

1.4 You may access our services (“Services”) through the Platform. Bear in mind that the use of certain Services may require you to register with us and their use will also be governed by applicable service-specific terms and conditions (“Service Specific Terms”) which will apply in addition to these Terms. Such Service Specific Terms are incorporated into these Terms by reference and must be read along with these Terms.

1.5 Your acceptance of these Terms also signifies your acceptance of our privacy policy for the collection and use of your information, and any other rules, policies, or procedures that we may publish on our Platform from time to time (collectively the “Policies”). The Policies are incorporated by reference into these Terms. If the contents of any of our other Policies conflict with the Terms, the Terms will prevail over the Policies. The privacy policy can be accessed here. We reserve the right to modify or amend these Terms from time to time. We will notify you when we do so. Your continued use of the Platform after any modifications indicates your acceptance of the modified Terms. For this reason, we advise you to visit this page regularly.

2. Use of the Platform

2.1 Conditions for Use: As a condition for use, you agree not to use the Platform or Services for any purpose that is prohibited by these Terms. You must use the Platform and the Services in accordance with all applicable acts of the legislature, rules, regulations, bye-laws, ordinances, directions, guidelines, notifications, orders by court or tribunals, government orders, and applicable international treaties and customs (collectively “Applicable Laws”).

2.2 Eligibility: To be eligible to use our Platform and Services, you must: (a) be the age of majority in your country of residence (and at least 18 years of age if you reside in India); (b) be competent to contract under Applicable Laws; and (c) not be barred under Applicable Laws or a contract from using the Platform or Services. If you do not qualify, you are not permitted to use our Platform or Services. By using the Platform or Services, you represent to us that you are competent to enter into a valid and binding agreement under Applicable laws.

2.3 It is possible that certain features or parts of the Platform or some of our Services may not be available in your country of residence.

3. Accounts

3.1 Creation of Account: You may use and access the Platform free of charge and without registering with us. However, to use certain Services available on the Platform, we may ask you to create an account, register on the Platform, and pay the applicable fee (for the Services). For this purpose, you may have to provide us with certain information. Any information you provide us must be accurate, complete, and up to date. You must inform us promptly of any changes or updates to such information.

3.2 Account Responsibility: You are solely responsible for the activity that occurs in relation to your account. You must keep your account credentials secure. We are not responsible for any unauthorized access to your account. To the extent we provide you with any credentials, such credentials are for your internal use only and you will not sell, transfer, or sublicense them to any other entity or person, except that you may disclose such information to your agents and subcontractors for performing tasks on your behalf.

3.3 Temporary Suspension of Account: We reserve the right to suspend your account or access to our Platform or Services, immediately and without any notice on (a) non-payment of the requisite fees; (b) if required under Applicable Laws; or (c) to prevent or mitigate any security incidence; or (d) for any other reasons, to protect our business or commercial interest.

4. Prohibited Use

4.1 We reserve the right to (a) determine the appropriateness of the Content you post or display on the Platform; and (b) remove any Content which violates Applicable Laws. Under these Terms, “Content” means any information, data, strategy, text, graphics, pictures, videos, logos, software, scripts, or any other material.

4.2 You must not use, facilitate, or allow others to use our Platform or Services for conducting any activity or publishing any Content that:

1. belongs to another person to which you do not have any right to use;
2. is unlawful;
3. is defamatory, obscene, pornographic, insulting or harassing based on gender, libelous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise prohibited by Applicable Laws, or is against any Applicable Laws;
4. invades the privacy of another person including bodily privacy;
5. harms minors in any way;
6. impersonates another person;
7. infringes the intellectual property rights of third parties;
8. threatens the unity, integrity, defense, security, or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognizable offense or prevents investigation of any offense or is insulting another nation;
9. is intended to mislead others, or is patently false or untrue;
10. contains any software virus, computer code, file, or program that may disrupt the functioning of the Platform or Services;
11. interferes with or prevents third parties from using or accessing the Platform or Services;
12. is aimed at any commercial use of the Platform or our Services in a manner not expressly permitted by us;
13. contains any abusive or explicit language;
14. involves the transmission of unsolicited messages like ‘junk mail’, ‘chain letters’, ‘phishing’, or ‘spamming’;
15. places an unreasonable or disproportionately large load on the Platform;
16. solicits passwords or personal identifying information for commercial or unlawful purposes from other persons;
17. is aimed at circumventing or bypassing restrictions placed by us; or
18. is aimed at gaining unauthorized access to, interfering with, or damaging any server or database used by us for providing access to the Platform or Services.

4.3 You must promptly inform us if you become aware of any actual or potential violation of these Terms.

4.4 If you or any person acting through you violates these Terms, we reserve the right to terminate your access to the Platform or Services without any notice. We may also report these actions to the concerned law enforcement authorities to initiate appropriate legal proceedings against you.

4.5 You understand that any Content you find on or through the Platform is the sole responsibility of the person who originated such Content. You confirm that you are not relying on us and that you understand that we do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Platform or endorse any opinions expressed on the Platform. You understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability, and that we will not be responsible or liable for any use of your Content by us in accordance with these Terms.

5. Third-Party Services and Liability

5.1 If you access or use any third-party services (including third-party websites or applications) through our Platform, you will be governed by the terms and conditions of such third parties. We recommend you review the third-party terms and conditions, policies, and rules before you opt to use the third-party service through our Platform.

5.2 You assume all risks and liabilities arising from your use of third-party services. You (and not us) will be responsible and liable for any issues, losses, or claims that may arise from our reliance on or your use of third-party services. You are advised to do your due diligence before opting for third-party services through our Platform.

6. Platform Availability

6.1 Downtime: While we strive to provide you continuous access to our Platform, we do not guarantee that the Platform will be available One Hundred Percent (100%) of the time. There may be instances of downtime during which you may not be able to access the Platform. We may also conduct routine scheduled operations for maintenance and repairs. For this, your access to the Platform may be occasionally suspended or restricted. We will attempt to limit the frequency of such suspension or restriction.

6.2 Platform Updates: We will update the Platform from time to time to improve functionality or introduce new features. To continue using our Platform, you must ensure to keep updating the Platform as and when we release new versions of it. If you do not update the Platform (when required), you will not be able to access the Services.

7. Electronic Communication and Monitoring

7.1 You agree to receive notices and communications from us electronically. We may communicate with you through email, WhatsApp, or in-app push notifications. You agree that all notices and communications we provide to you electronically satisfy any legal requirement that such communications be in writing. Any notices you send us must be sent to us by email at legal@klubworks.com.

7.2 Monitoring: All electronic communications and Content presented and/or passed to us, including that presented and/or passed from remote access connections, may be monitored, examined, saved, read, transcribed, stored, or retransmitted in the course of daily operations by any duly authorized employee or agent of Klub in the exercise of their duties, or by law enforcement authorities who may be assisting us in investigating possible contravention / non-compliance with Applicable Law. Electronic communications and Content may be examined by automated means. Further, we have the right to reject, at its sole discretion, from the Platform any electronic communications or Content deemed not to be in compliance with our corporate policies and procedures.

8. Representations and Warranties by you

8.1 You hereby represent and warrant that:

1. you have the right, authority, and capacity to enter into these Terms on your own behalf and on behalf of any entity for whom you are acting and to abide by all of the terms and conditions contained herein (including the Service Specific Terms), and that if any aspect of your participation violates provisions of Applicable Law to which you are subject, you will cease using the services and close your account;
2. you are at the age of majority in your country of residence and competent to execute and perform any agreement you enter into through the Platform;
3. you shall not use a false name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
4. you shall not use a username that is subject to any rights of a person other than yourself without appropriate authorization;
5. you shall comply with the terms and conditions stipulated in these Terms;
6. you shall be solely responsible for maintaining the confidentiality of your password;
7. all the representations made by you to us including in accordance with these terms and conditions are true, correct and complete and that you will update your registration information with us as needed so that it remains true, correct and complete;
8. you will conduct yourself in a professional manner in all your interactions with any other user, us, our affiliates, ours’ and our affiliates’ directors, employees, officers, representatives and agents and shall not defame, harass, intimidate, threaten, disparage, libel or otherwise make a false statement concerning any of the aforesaid persons in the course of your interactions with them or third parties;
9. your usage of the Platform will not, in any manner, directly or indirectly, violate terms of any contractual arrangement binding on you; and
10. you shall cooperate in good faith with other users, us and our and our affiliates’ personnel, employees and officers to give effect to and honour the terms of any contract, in furtherance of the use of the Platform, entered into between you and such persons, whether or not executed through the Platform.

9. Intellectual Property Rights

9.1 All logos, marks, designations, texts, photos, videos, illustrations, information, strategies, software, underlying codes or algorithms, domain names, trade secrets, trade dress, sounds, moral rights, data models, and other Content, including the design, structure, ‘look and feel’ or arrangement of the Content on the Platform is owned, controlled, or licensed by or to us (“Klub Intellectual Property”). Klub Intellectual Property is protected under copyright, trademark, design, and patent laws, and other intellectual property rights laws.

9.2 We (or our licensors) remain the owners of Klub Intellectual Property. And we are free to use them as we see fit. You will not use Klub Intellectual Property (directly or indirectly) without our prior written consent except as permitted under these Terms. You also agree not to duplicate, distribute, or create derivative works of Klub Intellectual Property without our explicit written permission. If you do so, we will have ownership (on a royalty-free basis) and rights in the derivative work created by you.

9.3 Limited License: We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to browse and access the Platform solely for your personal and non-commercial use. You will not download, modify, or install the Platform for any purpose without our prior written consent.

9.4 You are not permitted to reverse-engineer, circumvent, decompile, or bypass any other technological measures in relation to the Platform or the Services. You are also not allowed to use our Platform or Services in any other manner except as expressly permitted under these Terms. We reserve the right, at our sole discretion and without notice, to terminate your license to use the Platform (or Services) and prevent your future access to the Platform.

9.5 When you share or submit any feedback, suggestions, or ideas (in any form) for improvement of our Platform or Services, you grant us a non-exclusive, royalty-free, transferable, worldwide license to use, display, reproduce, modify, re-format, create derivative works of, or adapt the feedback, suggestions or ideas in any manner.

9.6 You retain ownership of and responsibility for your Content. You must only submit Content that you have the right to post. You must fully comply with any third-party licenses relating to the Content you post. We need the legal right to do things like host your Content, publish it, and share it. You grant us and our legal successors the right to store, archive, parse, and display your Content, and make incidental copies, as necessary to provide the Services, including improving the Services over time. This license includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case your Content is something like a video.

10. Confidentiality

10.1 For the purpose of these Terms, “Confidential Information” of Klub means any non-public information or Content which by its nature is confidential regardless of whether or not it is marked as confidential and includes (without limitation): (a) information regarding our business; (b) the Service-specific terms of our engagement with you which are proprietary in nature; (c) information that we provide to you for the Services you avail; (d) data collected or generated pursuant to your use of the Platform or Services; or (e) any other information which by its nature is confidential or proprietary.

10.2 You understand that you may receive Confidential Information in connection with your use of the Platform or Services. You may use Confidential Information only as needed to use the Services or as permitted under these Terms. You agree not to disclose any of our Confidential Information, that you have access to, to any third party. If you discover any unauthorized use or disclosure of Confidential Information, you must promptly inform us. You will cooperate with us to prevent any further unauthorized use or disclosure of our Confidential Information.

10.3 You agree that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of any Confidential Information by you. And so, we will be entitled (without waiving any other rights or remedies) to obtain injunctive or equitable relief as we see fit.

10.4 On termination of these Terms, you must return or delete our Confidential Information. You must comply with our instructions and provide confirmation about the return or deletion of our Confidential Information.

11. Term and Termination

11.1 Indefinite Term: These Terms will be effective in perpetuity unless terminated by us.

11.2 Termination: We may terminate these Terms, your use of the Platform, your account, and/ or your use of one or more Services at any time in our sole discretion. You may opt to delete your account by notifying us. You acknowledge and agree that, upon termination, you shall immediately destroy any copies made of any portion of the Content contained on the Platform. You acknowledge and agree we shall not be liable to you or any third party claiming through you, for any suspension or termination of access to the Platform.

11.3 Post Termination: Termination of the account (if any) or these Terms will not affect our accrued rights arising under these Terms.

12. Indemnification

You agree to defend, indemnify, and hold harmless us, our affiliates, ours’ and our affiliates’ representatives, directors, shareholders, assigns, agents, employees, officers, contractors, or suppliers (“Klub Parties”), from all liabilities, claims, actions, expenses, costs, damages, losses, including attorney’s fees, arising out of or in relation to:

1. your use or access to our Platform or Services.
2. your breach of any obligations, representations, or warranties that you make to us;
3. your breach of the Terms, Policies, or Service Specific Terms (if applicable to you);
4. your improper, irresponsible, or illegal use of the Platform or Services; or
5. your breach of Applicable Laws or any third-party rights or claims.

13. Disclaimer

13.1 Your use of the Platform, or any Content provided through the Platform is undertaken entirely at your own risk. The Platform (including without limitation the Services and Content offered through our Platform) is provided on an ‘as is’ and ‘as available’ basis. We make no warranty or guarantee (express or implied) of any kind. We do not warrant that your use of our Platform will be uninterrupted, timely, error-free, secure, and free from any virus, or any other harmful components. You agree and acknowledge that online systems are not fault-free and there may be situations of downtime or Platform unavailability. We also do not provide any express or implied warranty about the quality, accuracy, timeliness, or merchantability of the Services (including any third-party services availed through Klub) on the Platform.

13.2 We may discontinue or suspend the Platform (or Services) at any time at our sole discretion. Under no circumstances will we, our directors, investors, shareholders, employees, or agents be liable in contract, tort, or otherwise for any direct, indirect, special, or consequential loss, injury, or damage including loss of revenue, loss of reputation, or goodwill, loss of profit, computer or device failure, corrupted data, or interruption of business, arising directly or indirectly from your use of the Platform or Services, or your reliance on any Content or information provided to you through our Platform or Services.

14. Limited Liability

14.1 Except as required under Applicable Laws, the Klub Parties will have no liability to you for any harm arising out of your access or use of the Platform or Services. To avoid doubts, the Klub Parties will not be liable for consequential, direct, indirect, punitive, or special damages, including lost business, goodwill, profits, or revenues, arising directly or indirectly from your access or use of the Platform or Services, or your reliance on any Content or information provided to you through the Platform or Services, even if we have been advised of the possibility of such loss or damages.

14.2 To the extent permitted under Applicable Laws, our aggregate liability in relation to these Terms will be limited to Ten Thousand Rupees (INR 10,000).

15. Governing Law and Dispute Resolution

15.1 These Terms will be governed by Indian laws. Subject to Clause 15.3, the courts in Bengaluru, Karnataka, India will have exclusive jurisdiction to adjudicate any claims or disputes arising out of or in relation to these Terms or Service Specific Terms.

15.2 Any action, dispute or difference arising under or relating to these Terms (“Dispute”) shall, at the first instance, be resolved through good faith amicable discussions between the parties hereto, which discussions shall begin promptly, within Fifteen (15) days after a party has delivered to the other party a written request for such discussions. If the parties are unable to resolve the Dispute in question within Fifteen (15) days of the commencement of negotiations, such Dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time and rules prescribed thereunder.

15.3 Disputes arising out of, or in relation to the Terms or Service Specific Terms, if not resolved through amicable discussions in accordance with Clause 15.2, will be resolved through arbitration in accordance with the fast-track provisions of Arbitration and Conciliation Act, 1996. The seat of arbitration will be Bengaluru, Karnataka, India. The arbitration proceedings will be held before a sole arbitrator, appointed by mutual consent of both parties. The language of the arbitral proceedings will be English. The arbitral award will be final and binding upon the parties. You and we agree that all materials and documents exchanged during the arbitration proceedings must be kept confidential and must not be shared with anyone except the parties’ attorneys (and other permitted representatives). The persons with whom the documents or materials are shared during the proceedings must agree to keep them confidential.

16. Data Storage

We collect, process, and store the personal information we collect from you as per the terms of our privacy policy. By agreeing to these Terms, you confirm that you have read, understood, and accepted our privacy policy.

17. Grievance Redressal

Klub will be your point of contact for resolving any grievances relating to the use or access to our Platform of Services. The name and contact details of the Grievance Officer are provided below:
Name: Pavan Harwani
Designation: Finance controller
Address: Opulence, Shree Square, 3rd Floor, Beside Gtpl House, Bodakdev, Ahmedabad, Gujarat, 380054
Contact Number: +91 90333 32448

You may contact our ‘Grievance Redressal Officer’ at grievance1@klubworks.com. The Grievance Officer will also serve as the designated Grievance Officer under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. We will strive to promptly resolve your issues, grievances, or complaints that we receive from you. Please be mindful that we will not be able to redress your grievances relating to your use of third-party services on our Platform. For any grievances arising from the use of third-party services, you may directly contact the third parties.

18. General Provisions

18.1 Severability: If any part of these Terms is held to be unenforceable or illegal, the validity, enforceability, or legality of the remaining (or unaffected) part of the Terms will continue to be in full force and effect.

18.2 Assignment: The Terms are personal to you. You are not permitted to assign or transfer these Terms (or any part of the Terms) without our prior written consent. But please note that we may assign, transfer, or delegate any of our rights or obligations under these Terms without your consent.

18.3 Waiver: The rights and remedies available under these Terms may be exercised as often as necessary and are cumulative and not exclusive of rights or remedies provided by law. It may be waived only in writing. Delay in exercising or non-exercise of any such right or remedy does not constitute a waiver of that right or remedy or any other right or remedy.

18.4 Force Majeure: We will not be responsible for any delay or failure to perform its obligations under these Terms if the delay or failure is caused due to reasons or events beyond our reasonable control (“Force Majeure Events”). Force Majeure Events include (without limitation) situations of pandemic, epidemic, act of God, act of government, strikes, lockdowns, border restrictions, trade embargoes, breakdown of communication systems, or any other event over which we have no reasonable control.

18.5 Survival: Provisions relating to Clauses 9 (Intellectual Property Rights), 11 (Term and Termination), 12 (Indemnification), 13 (Disclaimer), 14 (Limited Liability) and this 18.5 (Survival), and any other Clauses meant to survive termination, will continue to survive even after termination of these Terms.

18.6 Relationship: We and you are independent contractors. No agency, partnership, joint venture, or employment relationship is created by virtue of these Terms. Neither party has the authority to bind the other party in any respect.

18.7 Full Agreement: These Terms together with the Policies (and Service Specific Terms where applicable to you) constitute the entire agreement between you and us and supersede any prior agreement (whether written or oral) between us.