Terms of Use

This document is an electronic record in terms of the Information Technology Act, 2000 and rules made thereunder. This electronic record is generated by a computer system and does not require any physical or digital signatures.

The following terms of use ("Terms") constitute a binding agreement between you and/or the entity that you represent (hereinafter "you" or "your"), on one hand, and Founderlink Technologies Private Limited and/or its affiliates (hereinafter "Founderlink" or "we" or "us" or "our"), on the other hand, and govern your use of the Platform (defined below). The online platform, available at the domain name "https://www.recurclub.com/" and also accessible at https://recur.aicatech.in/ ("Platform"), is owned by Founderlink. The use of the Platform includes browsing, accessing, downloading, registering, referring, linking, endorsing or any other use of the Platform for any purpose whatsoever. By using the Platform, you agree to, and will be bound by, the Terms. You will not use the Platform if you do not agree with any of the Terms.

Acceptance of the Terms

You must be of legal age to enter into a binding agreement in order to accept the Terms. If you are using the Platform as an employee, director, agent, or contractor of a company, partnership or similar entity, then you represent and warrant that you have the authority to sign for and bind such entity in order to accept the Terms. The rights granted under these Terms are expressly conditioned upon acceptance by such authorised personnel.

Please read these Terms carefully before using the Platform or availing any part of its services. By using the Platform or its services, you signify your agreement to be bound by these Terms.

Applicability of the Terms

These Terms apply to you as soon as you use, including access, the Platform as a user for any purpose whatsoever.

If you do not intend to be bound by these Terms, you will not avail the use of the Platform for any purpose whatsoever. By using the Platform in any manner, you agree that the use of the Platform will be at your own risk.

Scope

The Platform provides an AI-native debt marketplace platform that connects businesses, such as yours, with institutional capital providers, including banks, non-banking financial companies and alternative investment funds (collectively, "Capital Providers"), for availing non-dilutive debt financing ("Transaction"). The above Transaction-based services may be offered by way of multiple products and services that may be introduced by us ("Transaction Services") that include:

• AI-powered credit assessment and analysis through our proprietary AICA technology
• Matching businesses with suitable lending partners from our network of 100+ capital partners
• Facilitating debt financing transactions including Recurring Revenue Financing, Working Capital Financing, Secured Term Loans, Venture Debt, Invoice Financing, Lease Financing, and Structured Debt
• Providing capital advisory services
• Access to educational resources, tools, and content related to debt financing
• Such other services as may be agreed between us in writing from time to time

The Platform may also offer you non-Transaction related services, both online and offline, from time to time ("Non-transaction Services").

Eligibility

In order to avail the services of the Platform, you must be an entity validly existing under the laws of India, and competent to enter into a valid and binding agreement in India. Further, you must always be in compliance with these Terms.

You will have the sole responsibility to ensure your compliance with applicable laws in connection with availing our services and entering into any Transactions. We will have the authority to terminate services to you if you are found in breach of any applicable laws.

Accounts

To avail our services, you are required to register on the Platform by creating your account ("Account") and create a profile on the Platform with accurate and complete information as may be requested from you. If you represent an entity or organisation, we recommend that you, and all other users from your organisation, sign up for user accounts by providing your corporate contact information. You will ensure that contact information of all your users is updated on the Platform. Any communication from us will be deemed to be duly served if made to contact information provided by you on the Platform.

We and the Capital Providers may perform certain verifications to confirm your identity, constitutional information and corporate authorisations, and veracity of the other information, as provided by you to us or the Capital Providers from time to time, ("Information"). You will not use or provide any Information that is offensive or that violates any third party's rights.

You can choose to deactivate or delete your Account by writing to us at support@recur.club. Cancellation of your Account will not relieve you of any prior obligation or liability accrued pursuant to your registration and use of the Platform.

We shall have the right to suspend or block your Account if we have reasonable grounds to believe that there may be a breach in the security of your Account or we suspect any unauthorised or fraudulent use of your Account or when required by law. We shall remove such block or provide you with a new Account as soon as reasons for such discontinuance cease to exist.

We will have the right to deactivate or delete your Account or limit or cancel your access to the Platform at any time for any reason whatsoever, including if we suspect any unauthorised or fraudulent use of Platform by you or through your Account or as required by applicable laws. For the aforesaid, we shall make all reasonable efforts to notify you and inform you of such an action and the reasons thereof, if any.

You will keep the details of your Account secure and shall not share it with any third person. You will change the password of your Account every 6 (six) months. You will ensure that your Account password is strong and includes letters, digits and special characters. You will use your Account with reasonable care such that any third person cannot see or overhear your Account details. Any person who uses your Account, either by virtue of user access granted to such person by you or by accessing such access information through unauthorised means, shall be deemed to represent you and at all times act on your behalf.

User Consents

By creating your Account on the Platform, you agree and consent to: (a) these Terms; (b) the Platform's privacy policy as may be updated from time to time (accessible at https://www.recurclub.com/privacy-policy) ("Privacy Policy"); (c) providing any additional Information as may be required by us or the Capital Providers from time to time; (d) receipt of information relating to you and your corresponding directors, partners and/or beneficial owners (as the case may be and as required by applicable laws) by the Capital Providers from the Central KYC Registry through SMS/Email on the number/email address submitted to the Platform; and (e) agree to such other service-specific terms and conditions as may be prescribed by the Platform from time to time. You will not sell, transfer or otherwise allow third parties to access your Account.

In order to avail Transaction Services, you may have to complete the KYC (Know-Your-Customer) requirements required by applicable laws and as stipulated by the respective Capital Provider(s). For a list of such Capital Providers, please refer to https://www.recurclub.com/capital-partners. You understand, acknowledge, and agree that: (a) submission of your request to the Capital Providers (who will process your application for capital) shall not imply automatic approval of the application by the Capital Provider; (b) being regulated entities, the Capital Providers may be entitled to make disclosure of any information relating to you and your corresponding directors, partners and/or beneficial owners, including their respective personal information and details in relation to loan, defaults, security, etc. (as the case may be and as required by applicable laws) to credit information companies (including Credit Information Bureau of India (CIBIL)) and/or any other governmental, regulatory (including the Reserve Bank of India ("RBI")), statutory or private agency or entity, banks and financial institutions, credit bureaus, rating agencies and third party service providers, who may need, process and publish the information in such manner and through such medium as it may be deemed necessary by the publisher / Capital Provider / RBI, including publishing the name as part of wilful defaulter's list from time to time, and also use the same for KYC information verification, credit risk analysis, and for other related purposes; and (c) the Capital Providers are authorised by you to access / receive your credit information and credit information of your corresponding directors, partners and/or beneficial owners (as the case may be) from Credit Information Bureau of India (CIBIL) and other credit information companies, and their respective CKYC numbers from the Central KYC Registry, and the unconditional consent from you and your corresponding directors, partners and/or beneficial owners (as the case may be), is hereby accorded, and instructions are hereby provided, to such credit information companies to provide such credit information to the Capital Providers from time to time. The process of availing capital through the Platform will require you to execute documents (including but not limited to facility agreement(s), sanction letter(s), etc.) with the Capital Providers which will be provided to you in due course of availing the capital.

Data Ownership

You own the data created, uploaded or stored by you on the Platform. Subject to these Terms, you hereby grant to us a non-exclusive, worldwide, royalty-free right to process such data solely to the extent necessary to provide, maintain, and improve the Platform and perform all related obligations owed to you under these Terms, or as may be required by law. We will not use your data for purposes beyond those specified in our Privacy Policy without your explicit consent. You are solely responsible for the accuracy, content, and legality of all data created, uploaded or stored by you. You warrant that you have and will have sufficient rights in the data to grant the rights to us under these Terms.

We may collect and use anonymised, aggregated data derived from use of the Platform ("Usage Data") to develop, improve, support, and operate our products and services. We will not share Usage Data that includes your Confidential Information with any third party except in accordance with our confidentiality obligations or to the extent the Usage Data is aggregated and anonymised such that it no longer directly identifies you or your users.

Use of the Platform

Certain features offered by the Platform enable different forms of interactions with other users of the Platform. You may be required to accept special terms and conditions, execute additional documentation or pay additional fees to access some of these features.

In relation to the Transaction Services, your eligibility to avail the services will be based on our review of Information provided by you or on your behalf, from time to time.

You acknowledge and agree that: (a) the Platform is solely a technology marketplace and your registration on the Platform will not assure you of a transaction with us or a Capital Provider, and nothing set out herein or any other communications from us shall be construed as making of such offer to you; and (b) we are merely providing the Platform to enable transactions between you and the capital providers, and we do not hold any interest in, or liability in relation to, any such transactions that you enter into with the Capital Providers at your discretion. We solely act as an advisor to you and have no control over the disbursal of loan to you or your repayments to the Capital Providers.

We take no responsibility for any content or information submitted by you to the Platform. You will be solely responsible for consent or Information submitted by you and consequences of disclosing it. You affirm, represent and warrant that you own and have the necessary rights, authorisations and consents to publish the content or Information you provide on or to the Platform, and you grant us a limited license to all intellectual and other proprietary rights in and to such content or Information for publication on the Platform pursuant to these Terms for the duration such content or Information is available on the Platform, solely for the purpose of providing services to you. You understand and agree that we may retain, but not display, distribute, or perform, server copies of your content or Information that have been removed or deleted. You will be solely responsible for your actions and activities on the Platform. You will not at any time disparage or defame, nor damage the goodwill and reputation of, the Platform and/or the services offered by us. In case of any grievance against the Platform and/or our services, you will reach us at support@recur.club.

You will retain all ownership rights on the content or Information provided by you. Notwithstanding anything contained in these Terms, you hereby grant us a limited, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, display, publish, make available online or electronically transmit, the details of your organisation and its key persons and your engagement with our Platform and/or us for the purpose of our business, including for promotional and marketing purpose.

We will have the right to limit or cancel your access to the Platform at any time for any reason whatsoever, including if we suspect any unauthorised or fraudulent use of Platform by you or as required by applicable laws. You will not download or copy content from the Platform, save and except where such download is expressly permitted in writing on the Platform. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the content, the Platform or any related software.

In addition to all other terms and conditions of these Terms, you shall not: (i) transfer the Platform or Services or otherwise make them available to any third party; (ii) provide any service based on the Platform without prior written permission; (iii) allow user licences to be shared or used by more than one individual; (iv) except as permitted under applicable law, attempt to disassemble, reverse engineer or decompile the Platform or Services; (v) use third party links without agreeing to their terms; (vi) post links to third party sites or use their logos without prior written permission; (vii) attempt to gain unauthorised access to the Platform or its related systems or network; (viii) use the Platform in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, or resource of ours; (ix) use the Platform to send or store material containing software viruses, worms or other harmful computer codes, files, scripts or programs; (x) use the Platform in any manner that interferes with or disrupts the integrity, security or performance of the Platform; (xi) host, display, upload, modify, publish, transmit, store, update or share any information belonging to another person or entity to which you do not have any right; (xii) violate any applicable local, state, national or international law; (xiii) use the Platform for any form of competitive or benchmarking purposes; (xiv) remove or obscure any proprietary notices contained in the Platform; (xv) use the Platform in any manner that threatens the unity, integrity, defence, security or sovereignty of India or friendly relations of India with other countries; (xvi) create a false identity to mislead any person; (xvii) transmit information that is patently false and untrue, written or published with intent to mislead or harass a person for financial gain or to cause injury; or (xviii) use the Platform in a manner that encourages any activity prohibited by law in India.

We use internally developed or licensed systems and technologies for providing you access to and facilitating your use of the Platform. These systems may encounter technical or other limitations, and computer and communications systems might experience interruptions. Further, we continually enhance and improve these systems in order to increase the level of use of the Platform. We may also add additional features and functionality to the Platform that might result in the need to develop or license additional technologies. Increased utilisation of the Platform or providing new features or functionality may cause unanticipated system disruptions, slower response times, degradation in levels of customer service, and delays in reporting accurate information. You agree that we will not be liable to you or to any third-party claiming through you, for any such failures contemplated herein.

Third Party Applications

Our Platform integrates with many third party applications and/or services ("Third Party Applications"). Access and use of the Third Party Applications may require acceptance of terms of service and privacy policies applicable to such Third Party Applications ("Third Party Terms"). You are responsible for reading and understanding the Third Party Terms before accessing or using any Third Party Application. We are not liable for any Third Party Applications and may, at any time and in our sole discretion, without notice to you, suspend, restrict or disable access to or remove from our Platform any Third Party Application, without any liability to you, including for any loss of profits, revenue, data, goodwill or other intangible losses.

Transactions Facilitated by the Platform

If and to the extent required by the Capital Provider for the purpose of any Transaction, you consent to opening of an account with a scheduled commercial bank or any other entity as identified by the Capital Provider ("Transaction Account") and provide all such information and execute all such documents as may be requested for this purpose.

You agree to be bound by all terms and conditions of financing which may be accepted by you electronically, on the Platform, in the course of availing the Transaction Services.

For each Transaction between you and any Capital Provider, upon the parties confirming their intention to enter into the Transaction: (a) you will consent to and execute all relevant transaction documents, as communicated to you by the Platform and/or the Capital Provider; and (b) take all actions as may be necessary to consummate the Transaction. The Transaction entered into between you and the Capital Provider, including all rights and remedies exercisable thereunder, will be governed by the relevant transaction document(s) and you will at all times comply with the provisions of such transaction document(s) executed inter alia between you and the Capital Provider. In the event you have availed capital from multiple Capital Providers, any part fulfilment of your repayment obligations will be split pari-passu amongst your Capital Providers, unless the terms agreed by you with the Capital Providers state otherwise.

Until such time as you remain registered on the Platform, you will not enter into any arrangements with the Capital Provider, without: (a) our prior knowledge; and (b) use of the Platform.

Obligations Relating to Transactions

You will:

• At all times fully comply with the terms of the transaction documents entered into by you with the Capital Provider(s), and any Transaction-specific conditions and/or terms accepted by you on the Platform or with us ("Transaction Terms").
• Notify us and the Capital Providers (if applicable): (i) any changes, modifications or amendments in any understandings relating to your obligations set out under the Transaction Terms; and (ii) any events that have adversely affected, or may reasonably be expected to adversely affect, your ability to perform your obligations under the Transaction Terms.
• Provide us and the Capital Partner (if applicable): (a) on a monthly basis (between the 17th and 24th day of the month), your bank accounts' statements as of such date and latest information relating to your cashflows and, if applicable, underlying subscriptions and/or underlying contracts which relate to your cashflows; and (b) on a quarterly basis (between the 17th and 24th day of the month in which the relevant quarter ends), copies of your bank accounts' statements as of such date, latest information relating to your cashflows and, if applicable, underlying subscriptions and/or underlying contracts which relate to your cashflows, management information system (MIS) and latest invoicing data, for the purpose of monitoring of your account by us and the Capital Providers (if applicable).
• Provide us the first right to provide services to meet your further capital requirements; it being clarified that you will be entitled to avail third party services similar to the Platform's Transaction Services ("Similar Services"), provided that: (a) you provide us prior notice of the terms of Similar Services offered to you, in order to afford us the opportunity to offer our services to you on similar terms, which opportunity will be exercised by us within 10 (ten) days of intimation from you, and (b) upon our inability to provide services on such terms, you may obtain Similar Services from such third party on material similar terms to those intimated to us.
• At all times provide all such co-operation or assistance as may be reasonably requested by us for providing our services.
• Not use the Platform for any of the following commercial uses: (a) sale of access to the Platform; and (b) sale of advertising, sponsorships, or promotions placed on or within the Platform.

Fee

You may be required to pay the following fees ("Platform Fee") to us for availing our services:

• Transaction Services: Financial advisory fee in consideration of us acting as a financial advisor to you and facilitating the Transaction for you with the Capital Provider. The advisory fee will be charged for each Transaction (including any follow-on rounds or tranches of funding, as may be agreed between us) facilitated for you at such rate as may be agreed with you as part of the Transaction Terms and will require your acceptance, electronically over the Platform or email, in the course of availing the service.
• Non-transaction Services: Service fee in consideration of use of other services and paid features of the Platform which may be made available to you from time to time. The service fee will be charged at such rate as may be agreed with you and will require your acceptance, electronically over the Platform or email, in the course of availing the service.

To the extent that you terminate our engagement or use of the Platform and any transactions facilitated by the Platform complete after such termination, you will still be liable to pay the relevant service fee agreed for such transaction as part of the Transaction Terms.

You will clear any invoice raised to you towards payment of Platform Fee within 7 (seven) working days from the date of receipt of the invoice, failing which you will be liable to pay a default interest of 18% per annum on the unpaid Platform Fee.

We will be entitled to invoice you for goods and service tax payable to Indian tax authorities as per the applicable laws. In the event: (a) you are required to deduct applicable income-tax at source on the Platform Fee, and (b) accordingly, you deposit the applicable income-tax at source with the relevant government authorities, you will be entitled to receive from us a reimbursement of such taxes deposited by you, after you have provided to us such returns and documents as may be reasonably requested by us to ascertain that you have paid such taxes. Any increase in the existing rates of applicable taxes or the levy of any new or additional indirect tax on the Platform's services shall, to the extent permitted under applicable laws, be passed on to you.

Data Hosting and Localisation

Your data is stored in cloud infrastructure assigned to your region at the time of sign-up. We may migrate your account to a different cloud facility from time to time, with reasonable advance notice where practicable. All data of Indian users is stored on servers located in India in compliance with applicable data localisation requirements. Where any data processing occurs outside India (for example, through sub-processors), this is disclosed in our Privacy Policy and your consent for cross-border transfer is separately obtained.

Representations and Warranties

You hereby represent and warrant that:

• You have the full capacity, power and authority to enter into, deliver and perform the agreement that the Terms bind you to.
• You are duly incorporated and validly existing under applicable laws, and have the necessary power and authority to carry on your business.
• The execution, delivery and performance (or any of the foregoing) of these Terms constitute a valid and legally binding obligation on your part, enforceable in accordance with the Terms and will not conflict with or result in breach of any of your third party agreements, applicable laws, and/or any order, decree or judgement against or binding upon you.
• The Transactions entered into by you through the Platform will at all times comply with provisions of applicable laws (including the Prevention of Money Laundering Act, 2002) and all payments made by you pursuant to such transactions will be made through authorised banking channels only, and any capital availed from the Capital Provider pursuant to any transaction shall be used for the purpose of your bona fide business and not for the purpose of making any payments to any of your related parties (as defined under the Companies Act, 2013).
• All Information provided, or that may be provided, by you to the Platform and/or the Capital Providers (if applicable) has been provided or shall be provided in good faith and is or shall be true, accurate, correct and not misleading, and you have not omitted or withheld and shall not omit or withhold any Information reasonably requested from you, and you will inform us and/or the Capital Providers (if applicable) if any Information provided by you becomes untrue, inaccurate, incorrect or misleading.

Indemnity

You will indemnify, defend and hold harmless us, and our employees, directors, shareholders, affiliates and agents, promptly upon demand, from and against any liabilities, costs, charges, expenses (including reasonable and documented attorney fees and expenses), claims, demands, actions, damages or losses of any nature whatsoever which may, at any time, arise out of or result from: (a) any inaccuracy or breach of your representation or warranty herein; and/or (b) fraud, gross negligence, wilful default or breach of your obligations under these Terms. Your indemnification obligations under these Terms will survive the use of the Platform by you.

Disclaimer

You expressly understand and agree that the use of the Platform is at your sole risk. The Platform and all services are provided on an as-is-and-as-available basis. We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. We make no warranty that the Platform will be uninterrupted, timely, secure, or error free. We do not endorse or act on behalf of any third party available through the Platform, and will not be liable to you for any act or omission by such third party. No advice or information, whether written or oral, obtained by you from us shall create any warranty not expressly stated in these Terms.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Founderlink, its directors, employees, affiliates or agents be liable for any consequential, incidental, indirect, special, punitive, or other loss or damage whatsoever or for loss of business profits, business interruption, computer failure, loss of business information, or other loss arising out of or caused by your use of or inability to use the Platform or services. In no event shall our entire liability to you in respect of the Platform or any services, whether direct or indirect, exceed the total fees actually paid by you to Founderlink during the twelve (12) months immediately preceding the first event giving rise to such liability. The foregoing limitation shall not apply to liability arising from fraud or wilful misconduct by Founderlink.

Confidentiality

Please read our Privacy Policy to understand our information collection and usage practices. The terms of the Privacy Policy will be in addition and not in derogation of these Terms.

In the course of your use of the Platform and/or our services, either we or you (each, a "party") may come in possession of certain confidential information (including without limitation, technical, contractual, product, pricing, business-related functions, activities and services, customer lists, knowledge of customer needs and preferences, business strategies, marketing strategies, methods of operation, markets, intellectual property and other valuable information that should reasonably be understood as confidential) ("Confidential Information") of each other. The receiving party will keep confidential all Confidential Information relating to the disclosing party and will not use such Confidential Information for any purpose other than for the purposes contemplated under these Terms or services undertaken for either party. The receiving party will disclose such Confidential Information to only those employees, directors, officers, consultants and personnel for whom it is necessary for the foregoing purpose, on a "need to know" basis.

Nothing contained in these Terms will restrict a receiving party from disclosing Confidential Information for the following purposes: (a) to the extent that such Confidential Information is: (i) in the public domain other than by breach of these Terms, (ii) validly received by the receiving party without breach of any obligation owed to the disclosing party, and/or (iii) is lawfully in the possession of the receiving party prior to disclosure by the disclosing party; (b) to the extent that such Confidential Information is required to be disclosed by any applicable law or required to be disclosed to any governmental authority; and (c) where we are the receiving party, disclosure of such Confidential Information to a Capital Provider for the purpose of offering our services to you.

Notwithstanding anything contained herein or any other understandings between us, you agree that we may, in accordance with applicable laws, collect, process, monitor, analyse, hold, use, (but not disclose to third parties) data, suggestions, feedback, and information collected from you in connection with the access and use of the Platform and our services, and related systems and technologies, for improvement, enhancement, maintenance and operation, and corrective or diagnostic functions in connection with the Platform and our services.

We may publicly market transactions facilitated by us for you and use your name and logo solely in this context; provided, however, that we will not reveal any commercial terms of the transaction without your prior consent.

Data Principal Rights

In accordance with the Digital Personal Data Protection Act, 2023 ("DPDPA"), data principals (as defined under the DPDPA) whose personal data is processed through your use of the Platform have the following rights:

• Right of Access: To request information about personal data processed by us, the purposes of processing, and the identity of any processors to whom the data has been disclosed.
• Right to Correction and Erasure: To request correction of inaccurate or incomplete personal data, and erasure of personal data that is no longer necessary for the purpose for which it was collected, subject to legal retention obligations.
• Right to Withdraw Consent: Where processing is based on consent, to withdraw consent at any time. Withdrawal shall not affect the lawfulness of processing carried out prior to withdrawal.
• Right to Grievance Redressal: To have grievances addressed through our Grievance Officer at legal@recurclub.com, with acknowledgement within 24 hours and resolution within 30 days.

To exercise any of the above rights, data principals should contact our Grievance Officer at legal@founderlink.ai. Further details on exercising these rights are set out in our Privacy Policy.

Intellectual Property

We retain all rights, title, interest and ownership of the intellectual property rights in and to any services provided to you, the Platform and the underlying documentation thereto (including upgrades, copies, improvements, enhancements, derivative works and modifications thereof). We will not be deemed to have granted to you any rights, title, interest or license in or to the Platform or any services provided, except for the limited rights expressly agreed with you. No rights with respect to the Platform or any related intellectual property rights, other than those specified hereunder, are granted or implied by virtue of these Terms. You will not, directly or indirectly, dispute or contest our ownership of the Platform, the non-exclusive nature of right to access the Platform granted to you, and the validity of our intellectual property rights in or to the Platform, or our ownership thereof. You hereby agree not to take any action that would prejudice or interfere with the validity or ownership of the Platform or our intellectual property rights thereto or therein.

We are and will remain the owner of: (a) all intellectual property rights owned by us; (b) all intellectual property rights obtained or developed by us; and (c) all intellectual property rights that constitute derivative works of those items included in either sub-clauses (a) or (b) above.

You will retain all rights, title, interest and ownership of the rights pertaining to your intellectual property rights.

For the purpose of these Terms, "intellectual property" means and includes ideas, concepts, creations, discoveries, inventions, improvements, know-how, trade or business secrets; trademarks, service marks, designs, utility models, tools, devices, models, methods, procedures, processes, systems, principles, algorithms, domain names, websites, web and mobile applications, works of authorship, flowcharts, drawings, books, papers, models, sketches, formulas, proprietary techniques, copyright, and other confidential and proprietary information, databases, data, documents, instruction manuals, records, memoranda, notes, user guides, in either printed or machine-readable form, whether or not copyrightable or patentable or protectable under any other intellectual property laws, or any written or verbal instructions or comments, and all other intellectual and industrial property rights throughout the world, any and all goodwill associated with and symbolised by the foregoing items.

Suspension and Termination

We may suspend your user account or temporarily disable access to whole or part of the Platform in the event of any suspected illegal activity, extended periods of inactivity, or requests by law enforcement or other government agencies. Objections to suspension should be made to legal@recurclub.com within thirty days of being notified. We may terminate a suspended or disabled user account after thirty days of suspension.

We will also terminate your user account on your request. In addition, we reserve the right to terminate your user account upon reasonable belief that you have violated these Terms.

You have the right to terminate your use of the Platform if we breach our obligations under these Terms. Termination of your user account will include denial of access to all services and, subject to applicable data retention requirements, deletion of all data in your user account. Prior to termination, we will make reasonable efforts to notify you of the intended action and the reasons therefor.

Miscellaneous

These Terms will be governed by, and interpreted in accordance with, the laws of India. Subject to dispute resolution matters stated below, the courts in New Delhi, India will have exclusive jurisdiction over all matters arising pursuant to these Terms.

Any dispute, controversy or claim arising out of or in connection with these Terms ("Dispute") will be referred to and finally resolved by arbitration in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996. The arbitration will be conducted by a sole, independent arbitrator mutually appointed by the parties. If the parties fail to appoint a mutually agreed arbitrator within 30 days of a dispute notice, either party may request appointment by the Delhi International Arbitration Centre (DIAC) or such other institution as may be agreed. The seat for arbitration will be in New Delhi and the language for arbitration will be English. The arbitration award will be final and binding and will be enforceable in a court of law with jurisdiction.

We may set off any sums which you may owe to us towards the satisfaction of any sums due to you pursuant to any transactions facilitated by the Platform or contemplated in the Transaction Terms.

Neither these Terms nor any right or interest hereunder will be assignable by you without our prior written consent.

If any provision of these Terms, or its application, is held invalid by a court of competent jurisdiction, the remainder of these Terms, and the application of such provision to persons, or circumstances other than those with respect to which it is held invalid, will not be affected.

No waiver of any breach of any provision of these Terms nor failure and/or delay in exercising any right, power, privilege or remedy will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof or in any way impair or affect the exercise of such right, power, privilege or remedy, and no waiver will be effective unless made in writing and signed by an authorised representative of the waiving party.

We may revise or replace these Terms any time. Such revised or replaced terms will be updated on the Platform. You will be liable to ensure that you are aware of the latest version of these Terms available on the Platform. You will immediately cease any use of the Platform if you do not agree with the revised terms. If you continue using the Platform after these Terms are revised, then you will be bound by the revised terms.

We may notify you or request you to accept additional or special terms and conditions in relation to your access and use of certain features or services offered on the Platform. You agree that you will access or use such features and services only in accordance with such additional or special terms and conditions as if they were incorporated herein these Terms.

Nothing contained in these Terms will constitute or be deemed to constitute a partnership between you and us, and you will not hold yourself out as our agent.

If any of these Terms are determined to be illegal, invalid or otherwise unenforceable in accordance with applicable laws by a competent authority, then, to the extent and within the jurisdiction where such term is illegal, invalid or enforceable, it will be severed and deleted and the remaining terms will survive, remain in full force and effect and continue to be binding and enforceable.

If you have any queries or complaints, please contact us at support@recur.club.