TERMS OF SERVICE

2. DEFINITIONS

• “Applicable Law” shall mean any applicable law, rule, regulation, ordinance, order, treaty, judgment, notification, decree, bye-law, Governmental approval, directive, guideline, requirement or other Governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law and shall include any of the foregoing, injunction, permit or decision of any central, state or local, municipal government, authority, agency, court having jurisdiction over the matter in question, whether in effect as of the date of this agreement or thereafter, including, any rules, regulations, bye-laws, notifications, directions and orders as are in effect at present;
• “Account” means the account which has been set up for Your use and access to the Platform and availing the Membership Services post the successful completion of the Member Onboarding Process, by submitting the User Data, pursuant to these Terms;
• “Cause” shall mean and include:
  
  - misconduct by the User as determined by the Company while carrying out its duties and obligations and availing the Membership Services as a Member under these Terms, where “Misconduct” means any unlawful and inappropriate conduct or dereliction by the Member and which is prejudicial to the interest and/or rights of the Company, Community and its members;  
  
  - a breach of these Terms by the User, and any duties and obligations provided herein;
  
  - the User being charged for any offence under the Applicable Law or being involved in any serious offences including but not limited to moral turpitude, sexual harassment, violent activities or fraud; -
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  - the User being declared insolvent under the Applicable Law; and
  
  - any material misrepresentation and/or breach in relation to any representation, warranty, covenant or agreement made or failure to perform (whether in whole or part) any obligation required to be performed by the User pursuant to these Terms.
• “Confidential Information” shall mean any information belonging to the Company and other members availing the Membership Service, including but not limited to, proprietary marks, business plans, business process, standard operating procedures, specifications, operations manual,  product plans, blue prints, designs, ideas, strategies, research, development concepts, drafts, costs, marketing plans, systems, processes, software, software functionality and any related source code, business information, operations and plans of the Company, Intellectual Property Rights of the Company, technical and marketing information, price sensitive information etc. of the Company.
• “Intellectual Property” shall mean all the Intellectual Property Rights of the Company including those contained in the Confidential Information, including, inter alia, all the proprietary marks, standard operating procedures and other information provided by the Company on the Platform from time to time.
• “Intellectual Property Rights” means any and all right regarding patents, copyrights, designs, labels, know how, source code, software, trade names, trademarks, service marks, logos, brand name and other distinctive brand features or business identifiers, technical information and equivalents of the foregoing and all other intellectual property rights whatsoever whether registered or unregistered, including rights in any applications or registrations for any of the foregoing and their respective renewals, continuations and extensions in any state, country or jurisdiction.
• “Loss(es)” means any losses, damages, costs (including legal costs on a full indemnity basis), fines, expenses, fees, charges, actions, suits, proceedings, claims, claims for an account or equitable compensation or equitable lien, any other demands or remedy whatsoever, or any diminution in the value of or loss or damage to any property or security or any lost opportunity whereby the value of the same could have been increased or otherwise, including any direct, indirect, incidental, special and consequential or punitive damages (including losses arising from counterparty risk, investment losses, economic losses or lost profits).
• “Membership Services” shall mean and include the following services as provided to the Member upon successful onboarding, including but not limited to: (i) inclusion to the core member group; (ii) invites to exclusive events and networking opportunities; (iii) participation to knowledge enhancement programs; (iv) and such other perks and benefits as provided to the Members by the Community from time to time.
• “The Offline Council” shall mean and include the authorized representatives of the Company, who have been given the duty and authority to analyse an applicant’s credentials in line with the Membership Criteria, so as to be offered a membership to Community.
• “User Data” shall mean all the data and information as may be required by the Company for the purposes of registration of the User on the Platform/creation of Account of the User on the Platform and/whether or not for the purpose of onboarding the Users as Members of Community to avail the Membership Services, which may include, inter alia, name, email address, phone number, location, bank account or card details, photograph, company logo, etc.  

3. CREATING AN ACCOUNT

• To create an Account and complete the Member Onboarding Process, in order to avail the Membership Services on and off the Platform, the User shall be required to disclose the personal information by providing us certain User Data and any other information deemed necessary for the purpose of analysing fulfilment of the Membership Criteria and for the purpose of onboarding you as a Member of Community, as decided by The Offline Council in its sole discretion.  
• It is clarified that by registering in the Platform you agree to all the Terms herein, Privacy Policy and all other polices of the Platform which may be posted and/or updated at an appropriate location of the Platform from time to time.
• You agree that the information provided by You is true, accurate and correct, for the purposes of your identification and for the purposes of analysing your fulfilment of the Membership Criteria by The Offline Council. You shall also update such information and data, from time to time, in case of any change thereto and/ or as and when required and asked by the Platform in this regard. If you provide any information that is untrue, inaccurate, not current or incomplete or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with the Terms herein and the other policies of Platform, we shall have the right to indefinitely suspend or terminate your Account, your membership of Community and block your access on the Platform, without prejudice to our rights under these Terms and under Applicable Law.
• You shall log-out from your Account at the end of each session in order to ensure complete security and secrecy of your data and Platform/ Company’s data. The registered User shall be responsible for safeguarding the Account, password and all the information and data associated with such Account. For the safety of the data, and information in such Account and prevention of any possibility of any unauthorised use thereof, it is suggested that You use a strong password and not disclose the password to any third parties. You are solely responsible for maintaining the confidentiality of your Account, display name and password and you are fully responsible for all activities that occur under the same and the Company shall not be liable or responsible whatsoever in this regard. You expressly agree that you will immediately notify us about any actual or potential unauthorized use of your Account, display name and password or any breach of security or any breach of the Terms by a third-party person/entity.
• The Platform shall not be liable for any loss of the registered User caused by any unauthorized use of the Account and, in this respect, the registered User shall indemnify the Company for Losses, claims, and liabilities that the Company/Platform may incur from any other party on account of such unauthorized or fraudulent use of the Account. If We reasonably believe that an Account and password is being used / misused in any manner, we reserve the right to cancel rights to access the Platform immediately without notice and block access to that particular IP address and also suspend/terminate your membership with Community under our sole discretion. You agree to notify us immediately of any unauthorized use of your Account or any other breach of security. We will not be liable for any Loss that you may incur as a result of someone else using your password or Account. However, you could be held liable for all the Losses, claims, and liabilities incurred by the Company due to someone else using your Account or password.
• The Company (including but not limited to its subsidiaries/affiliates) may, contact the User/Member through SMS, WhatsApp, email, call, and/or any other mode of communication to give information as well as notifications with respect to the Member Onboarding Process and the Membership Services, thereafter. You expressly grant such permission to contact you through telephone, SMS, WhatsApp, e-mail and hold the Company (including but not limited to its subsidiaries/affiliates) indemnified against any liabilities including financial penalties, damages, expenses in case your mobile number is registered with Do Not Call (DNC) database. By registering yourself, you agree to make your contact details available to Our employees, agents, associates, subsidiaries, affiliates and other Members to contact you.
• The User acknowledges that We are not required to identify, verify and record information for Users prior to the registration and creation of an Account.
• You undertake to inform us promptly of any change in the information provided.
• We may (where applicable) share the information you provide to us with any regulatory body, as may be applicable, for the purposes of complying with our obligations under Applicable Laws’ disclosure or reporting obligations in accordance with the Applicable Laws. Without prejudice to any other representation and/or warranty you have provided, you confirm that you have examined the information and documents you have provided to us and such information and documents are true, correct and complete.

4. PRIVACY

• You agree that during your use and access of the Platform and/or availing of the Membership Services, you will provide us with certain information and other data as mentioned under the Terms which may or may not be otherwise publicly available. Please note that we respect the privacy and confidentiality of such data and the provisions pertaining to such private information and data as provided by you under these Terms are governed under Platform’s privacy policy (“Privacy Policy”) which is available on the Platform and can be accessed by clicking here [●]. By using and visiting the Platform and availing the Membership Services with Community, you agree to the terms and conditions of our Privacy Policy. Regarding your private information and data, we will only collect, use, disclose or process such information and data as required to provide the Membership Services and Platform services in accordance with our Privacy Policy, which you accept by your use and access of the Platform. Please note that we may share such data and information with our group company, affiliates and third parties as required to be shared in terms of and in the manner as set out under the Privacy Policy, for the purposes of rendering the Membership Services and carrying out all the requisite processes required therein.

5. MEMBERSHIP CRITERIA AND MEMBER ONBOARDING PROCESS

• You agree and acknowledge that the Company’s Community is established as a tightly-curated founders’ community for the top 10% of India’s entrepreneurs, therefore for the purpose of being inducted as a Member of Community, you shall be required to successfully meet either of the following below mentioned criteria (“Membership Criteria”) and shall be required to furnish any of the below necessary information and documentation for substantiating the same:
  
  - You shall be founder of a start-up company, having net revenue in excess of $5,000,000 (five million US dollars); or
  
  -  You shall be a founder of a start-up company having successfully raised capital in excess of $5,000,000 (five million US dollars) in your company’s last investment round; or
  
  - You shall be an entrepreneur having previously exited from a company at a valuation in excess of $10,000,000 (ten million US dollars); or
  
  - You shall be engaged in a chief executive officer level leadership role in tech-based company having valuation in excess of $50,000,000 (fifty million US dollars).
• We reserve the right to change/alter/modify the Membership Criteria under our sole discretion at any time.
• You shall be required to fill in your application and provide all necessary information and documentation as required by the Company and The Offline Council for analysing your membership application under the Member onboarding process, so as to inspect and analyse your credentials to meet the Membership Criteria for offering you the membership and onboarding you as a Member to avail the Membership Services under the terms and conditions provided in these Terms and amended from time to time. (“Member Onboarding Process”)
• You represent and warrant that all information and documentation furnished by you towards the Member Onboarding Process is true and accurate. In the event at any point of time in the future it is found that the information and/or documentation furnished by you with the Company are false and inaccurate, the Company reserves the right to immediately and indefinitely suspend or terminate your Account, your membership of Community and block your access on the Platform and you shall be held liable for all the Losses, claims, and liabilities incurred by the Company, on account of such misrepresentation by you.
• You agree and acknowledge that The Offline Council shall have the right under its sole-discretion to grant you membership of Community, whether or not you meet the Membership Criteria detailed out hereinabove and as amended by the Company from time to time. In the event you are denied a membership by The Offline Council, the Company and its directors, shareholders, employees, agents and affiliates shall not liable for any and all the Losses, damages, and liabilities incurred by you, on account of such rejection of your membership application.
• Upon being accepted and offered the membership to Community, you shall be onboarded as a Member upon your formal acceptance to the Company’s offer through a definitive agreement wherein you shall be required to adhere to the membership terms and condition as incorporated herein under these Terms and as amended from time to time by the Company, for the purposes of successfully and continuously availing the Membership Services along with the terms laid down under such definitive agreement.

6. CONDITIONS TO USE PLATFORM AND AVAILING MEMBERSHIP SERVICES

• By visiting the Platform or accepting these Terms, you represent and warrant to the Company that you have the right, authority and capacity to use the Platform, avail the Membership Services and agree to and abide by the Terms as provided herein.
• Upon successful registration of the User on the Platform, the User shall become Member of the Community and shall be bound to comply with the below mentioned duties and obligation for availing the Membership Services and being a Member of the Community:
  
  - Active Participation: You shall actively participate and be present in all Community membership activities, including attending meetings, events, and other activities carried out by the Company. You expressly agree and acknowledge that a minimum 80 percent attendance to the Community meetings is required to be maintained by the members, failing which shall be ground for immediate termination of the Member’s membership to the Community, to be decided by the Company in its sole discretion, through its authorized representatives. In the event, you fail to attend any physical meeting, you shall inform The Offline Council beforehand about your inability to attend any meetings, events, and other activities physically and shall attend and participate in the meeting through online audio/ visuals means.
  
  - Professional Conduct: You shall conduct yourself in a professional and respectful manner at all Community activities, both online on the Platform and offline, and shall adhere to the Company's code of conduct and ethical standards, with respect to the membership with the Community.
  
  - Networking Assistance: You shall make reasonable efforts to assist other members in their networking endeavors by providing introductions, referrals, and sharing relevant contacts and resources within their own professional network.
  
  - Knowledge Sharing: You are encouraged to share your knowledge, expertise, and industry insights with other members through presentations, workshops, or other suitable means to facilitate learning and professional development within the Community.
  
  - Collaboration and Support: You shall actively seek opportunities for collaboration and support among fellow members, fostering an environment of mutual growth and success. This includes offering advice, guidance, and assistance to other members whenever possible.
  
  - Timely Communication: You shall respond promptly to communications from other members.
  
  - Compliance with Applicable Laws and Regulations: You shall comply with all Applicable Laws, regulations, these Terms and other policies of the Company.
  
  - Good Standing: You shall strive to maintain a positive reputation within the Community and the wider professional community. Any misconduct or behavior that brings disrepute to the Community or its members shall result in an immediate termination of the Member’s membership to the Community.
  
  - Privacy Privilege: You shall at all times during the term of the membership, respect and uphold the confidentiality of information shared within the Community and use such information only for legitimate purposes. In the event, the Member discloses any information shared during the term of membership to any person or third party outside the Community, the same shall be reported to The Offline Council and basis the decision taken by The Offline Council, the membership of the Member shall be scrutinized. It is hereby clarified that any breach of privacy privilege may result in termination of the membership of the Member.
• We reserve the right to deny the use of/ access to and/or exclude you from our Platform, at our absolute discretion and we also reserve the right to suspend, revoke or amend your use/membership at our absolute discretion in case of failure to abide by these Terms and duties and obligation with respect to availing the Membership Services.
• You agree that you will act lawfully, diligently and honestly at all times when you access and use the Platform and avail the Membership Services and will comply with all laws, rules, regulations, legislations, notifications, circulars, guidelines, standards, codes, policies, orders, approvals, ordinances, judgments, decrees, injunctions, writs, arbitral award, bye-laws, or any similar form of decision, determination, or adjudication having the force of law, as amended from time to time, applicable to your use of the Platform and/or availing the Services.
• You agree that you will not interfere with, jeopardize, disrupt or harm the Platform and that you will not intercept, expropriate, re-use, steal or re-utilize any system, data, photographs or information comprised in or provided to you via the Platform.
• You agree that no act of downloading or copying from, or otherwise using, the Confidential Information, Intellectual Properties and such other information as provided to you while accessing the Platform or availing the Membership Services even with our permission, will transfer any title, interest or right in or to any Confidential Information, Intellectual Properties and such other information to you.
• Further, by using the Platform and availing the Membership Services, you consent to receive communications via electronic records from us periodically and as and when required.
• You agree that the Company grants You a limited, non-transferable and non-exclusive licence to use and access the Platform for availing the Membership Services, but you are not permitted to modify it, or any portion of it, in any manner, except with express written consent of the Company.
• You agree that during the term of the membership to the Community, You shall be provided with access to various Membership Services, including invitation to events, seminars, and such other sessions. You grant the Company/Platform an irrevocable right to use, both during and after the termination of your membership, any snippets, pictures, or videos featuring you from these events. This usage is strictly for the purpose of brand outreach, marketing, and promoting the Company on its Platform. It's important to note that any information exchanged between you and other members during these events will not be disclosed for marketing or promotional purposes.
• You may use the Membership Services and the Platform, as long as you comply with these Terms and any Applicable Law unless otherwise terminated by the Company or The Offline Council.
• The Platform, membership to the Community and availing the Membership Services shall not be used for any illegal purpose by You. You may not attempt to gain unauthorized access to any information or other accounts, computer systems, or networks connected with the Platform. You may not use any automated means (such as a scraper) to access the Platform, the information, or Services for any purpose. Such unauthorized access includes, but is not limited to, using another User’s login credentials to access such User’s Account. Any attempt by any individual or entity to solicit login information of any other User (including Member(s)) of the Platform or to access any such Account is an express and direct violation of these Terms and of Applicable Law(s), including relevant privacy and security laws and laws prohibiting unfair or unethical business practices.
• You agree and acknowledge that on receipt of a written request for information from any lawfully authorized government agency wherein they clearly state the purpose for which such information is required, We shall be under an obligation to provide such information or assistance in our control or possession to such authorized government authority within 72 hours or earlier if required.
• We shall report any cyber security incidents and such related information with the Indian Computer Emergency Response Team in accordance with the policies and procedures as mentioned in the Information Technology (The Indian Computer Emergency Response Team and Manner of Performing Functions and Duties) Rules, 2013, as amended and updated from time to time.
• For the use and access of the Platform, whether or not for provisions of availing any of the services (including Membership Services) on the Platform, you must be 18 (eighteen) years of age or older to use or visit the Platform, in any manner. For this purpose, you agree that by visiting the Platform or accepting these Terms, you represent and warrant to the Company that you are 18 (eighteen) years of age or older, and that you have the right, authority and capacity to use the Platform and agree to and abide by the Terms as provided herein.
• Further, the use of and access to the Platform can be availed only by such individuals who can form and enter into a valid ‘contract’ as per the conditions as provided under the Indian Contract Act, 1872. It is hereby expressly clarified that the persons who are ‘incompetent to contract’ within the meaning of the Indian Contract Act, 1872, including minors, un-discharged insolvents etc. are not eligible to use the Platform
• You represent and warrant that:
  
  - all information and documents (if any) provided to us during the Member Onboarding Process is true, correct and complete and not misleading or incomplete in any material way;
  
  - you have the capacity, power and authority to enter into, exercise your rights and perform and comply with your obligations under these Terms;
  
  - your use of our Membership Services complies with all Applicable Laws;
  
  - You shall use the Platform and the Membership Services for authorized and legitimate use and purposes only.

7. MEMBERSHIP SERVICES AND COMMUNITY PROGRAMES

• Core Member Group: As a member of our esteemed Community, you will be recognized as part of the exclusive core member group of 6-8 members (“Pod”), enjoying special privileges and status within the Community.
• Exclusive Events and Networking Opportunities: You will gain access to a wide array of exclusive events designed to facilitate networking and knowledge-sharing among esteemed professionals and influential individuals. You will also receive exclusive invitations to member-only gatherings and social events, offering unique opportunities for camaraderie and building valuable relationships which shall be conducted from time to time.
• Knowledge Enhancement Programs: You will have the unique opportunity to participate in Pod knowledge enhancement and knowledge sharing programs for one entire Membership Cycle, workshops, and seminars which shall be planned, conducted and streamlined by industry experts and trained leaders, fostering personal and professional growth.
• Member Perks and Benefits: As a valued member of our exclusive Community, You will enjoy a wide array of perks and benefits stemming from exciting brand collaborations and our thriving digital community. You can also engage and connect with fellow members within your Pod and throughout the Community, unlocking opportunities to exchange ideas and insights. The Community shall also provide you with regular newsletters and updates to receive enriching content tailored to enhance your experience within our close-knit Community.

8. MEMBERSHIP SERVICES AND COMMUNITY PROGRAMES

• Payment Terms
  
  - Upon the successful completion of the Member Onboarding Process, subject to you fulfilling the Membership Criteria and being approved by The Offline Council to be offered a membership at the Community, you shall be required to pay a one-time fee and membership fee (“Membership Fee”), exclusive of any tax and other charges as may be applicable to be borne by you, so as to be successfully onboarded as a Member in the Community. It is hereby clarified that one-time fee shall be payable by all the Members except for the founding Members.
  
  - When Your registration as a Member is approved by The Offline Council, the initial term that such registration shall be operative shall be one (1) year from the date of completion of the Member Onboarding Process (the ‘Initial Term’), unless terminated sooner in accordance with the terms hereunder.
  
  - You agree and acknowledge that the Membership Fee shall be solely against you being onboarded as a Member in the Community. Charges/costs towards additional activities, meetings and events as organized by the Community for the Member, shall be charged and payable separately by the Members as communicated by the Company from time to time.
  
  - The Membership Fee shall be payable on annual basis (“Membership Cycle”) wherein the Company shall have the right to make revisions in the Membership Fee in its sole-discretion, which shall be duly informed by the Company and payable from the next Membership Cycle.
  
  - The Member shall be required to pay the Membership Fee regularly in the stipulated Membership Cycle fixed by the Company from time to time irrespective of the usage of the Membership Services.
  
  - The Member agrees that in the event of non-payment of dues by Members within 15 (Fifteen) days  from the due date of payment of the Membership Cycle, interest @ 1 (One) %  per month or part thereof will be charged and if the dues are not cleared within 30 (Thirty) days of the due date, the Member shall not be allowed to use the Membership Services and at the sole discretion of the Company, the membership shall stand terminated.
  
  - Notwithstanding what is stated herein, the Member hereby agrees and acknowledges that on account of any force majeure event, the Member shall not be exempt from fulfilling the payment obligations for the Membership Fee as stipulated hereunder as well as any definitive agreement. In the event the Member fails to remit the Membership Fee, the Company reserves the exclusive right to forthrightly terminate the membership.
  
  - You agree that all the transactions entered between you and the Company for the payment of the Membership Fee and other charges as and when applicable shall be executed through the Payment Facilitators (as defined below) as provided through the Platform and the Platform shall not be liable for any error, default in relation to such transaction(s).
  
  - For the purpose of making payments towards any transaction through the Platform, you can make such payments via any one of the payment methods such as Credit/ Debit Card, Net Banking, etc. as the Platform provides.
  
  - Please note that any payments and transactions in respect of Membership Fee and other charges under these Terms may be facilitated by or through third-party payment processors, online fund transfer facility through banks or credit cards or mobile & internet-based payment/ commerce platforms or authorized payment gateway networks as recognized and authorized by the Reserve Bank of India (“Payment Facilitators”). In this respect, it is clarified that services of Payment Facilitators are utilized for the purposes of making any payment transaction under these Terms  and use of such services of Payment Facilitators shall not render the Platform liable or responsible or assume any Liability, whatsoever in respect of any loss or damage, arising directly or indirectly to you on account of (i) lack of authorization for any transaction(s); (ii) exceeding the pre-set limit mutually agreed by and between the User and his/ her bank; (iii) any payment issues arising out of the transaction; (iv) decline of transaction for any reason; or (v) for any other reason whatsoever.
  
  - Company shall have exclusive right to introduce additional categories of membership from time to time, and determine the Membership Fee in each category and the terms and conditions applicable thereto. Members shall have no right to challenge the procedure/ any action of the Company.    
  
  - The Member agrees and consents that any amount paid to the Company in furtherance of the Membership Fee towards the Membership Cycle, is not refundable and non-creditable, including in the event of any termination or cancellation of the membership, except to the extent of any refund provided hereinbelow under clause 8.1.13.      
  
  - In the event that the Company terminates the membership without Cause, the Company endeavours to refund the Membership Fee on a pro-rata basis to the Member. The determination of the specific amount to be refunded to the Member is an exclusive right of the Company and shall be regarded as final and binding upon the Member. It is to be further noted that in case of any unforeseeable event where the Company is unable to pay the refund to the Member, the Member acknowledges and agrees that the Company will not be liable to issue any refunds to the Member.
• Renewal of Membership
  
  - The Member shall renew the membership in advance before the expiry of the term of the subsisting membership. In the event, Member decides to renew the membership, the Member shall submit the membership renewal form as provided by the Company at the time of Member Onboarding Process or as available on the Platform. In the event, the Member fails to intimate the Company about the renewal of the membership, it shall be deemed accepted and the Company shall be entitled to proceed with the renewal of the membership in accordance with the terms pertaining to renewal of the membership.  
• Cancellation of Membership
  
  - You shall be entitled to cancel/terminate your membership in the Community, at any time during the Membership Cycle, whereinafter your access to the Community facilities and Membership Services shall cease.
  
  - You agree and acknowledge that in the event you decide to terminate your membership during the term of the subsisting membership, You shall provide us with a 1 (One) month prior written notice intimating us about your decision to terminate the membership. You further agree that any termination of the membership may affect your access to the Platform and the membership at the Community without prior notice, and in this respect the Company shall not be liable to you for any such termination. In this case, your right to use the Platform and avail the Membership Services shall cease immediately.
  
  - You duly agree and acknowledge that upon your cancellation/termination of the membership in the Community any time during the Membership Cycle, the Company shall not be liable to make any refunds to you in respect to the Membership Fee or any part thereof.
• Consequences of Termination of Membership
  
  - Upon termination of the membership either by the Member or the Company, the Member shall immediately and permanently cease to, in any manner whatsoever: (i) use all the Membership Services, including all the benefits, incentives and perks provided by the Company to the Member under such membership; (ii) attend all the events, sessions, lectures organized by The Offline Council for the members etc.; (iii) use any designation, description or representation, that suggests, implies, or represents a past or present association or connection with the Company, the Community and/or the Membership Services; (iv) use the Confidential Information and Intellectual Property as provided and shared by the Company with the Member as a part of the Membership Services. The Member upon termination of the membership, shall return all Confidential Information including all copies as received and destroy any copies made thereof as per the Company’s request.
  
  - The Member agrees that post the termination of the membership, if the Member continues to operate or subsequently begins to operate any other business, not to use any reproduction, counterfeit, copy of the Confidential Information, Intellectual Property(ies) of the Company as provided by the Company to the Member during the term of the membership, in connection with either such other business or the promotion thereof, that is likely to cause confusion, mistake, or deception, or that is same or similar to the business of the Company either individually or jointly with some third party(ies).
  
  - The Member shall promptly pay and clear all sums the Member owes to the Company incurred while availing the Membership Services till the date of termination of the membership. The Member agrees that the Company shall have the right to set off any amounts which it deems are payable to it by the Member for availing the Membership Services and related activities and events as provided hereunder.
• INTELLECTUAL PROPERTY RIGHTS
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  - For the purpose of these Terms herein, the terms, “IPRs” or “Intellectual Property Rights” shall mean on a worldwide basis, all patents, copyrights, trade secrets, service marks, trademarks, trade names, trade dress, trademark applications and registrations, internet domain names, design rights, and all other proprietary and intellectual property rights as may exist now and hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under any Applicable Law.
  - The Member agrees that post the termination of the membership, if the Member continues to operate or subsequently begins to operate any other business, not to use any reproduction, counterfeit, copy of the Confidential Information, Intellectual Property(ies) of the Company as provided by the Company to the Member during the term of the membership, in connection with either such other business or the promotion thereof, that is likely to cause confusion, mistake, or deception, or that is same or similar to the business of the Company either individually or jointly with some third party(ies).
  
  - It is further acknowledged and agreed by you that all the IPRs in all material presented on the Platform and while availing the Membership Services, including but not limited to text, audio, video or graphical images, articles, interfaces, graphics, design, compilation, demonstration, information, computer code, software, downloadable software, trademarks, logos and all other materials or content appearing on the Platform and/or as provided during the Membership Services are the property of the Company, its parent, affiliates and associates and are protected under applicable Indian laws.
  
  - It is hereby acknowledged and agreed by you that (i) the Company owns all the Intellectual Property Rights in and relating to the Company, Community and Membership Services offered by the Company and your use of the Platform and/or availing of Membership Services does not grant or confer you with any rights in relation to our IPRs or our affiliates or licensor’s or suppliers’ IPRs; (ii) the structure of the Platform shall not be reproduced, distributed or published, in whole or in part, by you for any purpose; other than in connection with your private use of the Platform and/ or availing of Membership Services, you shall not copy, reproduce, download, publish, adapt, create derivative works, re-publish, post, broadcast, record, print, commercially exploit, transmit, edit, communicate to the public or distribute in any other way, any IPRs or content in relation to the Platform,  and/ or availing of the Membership Services or the computer codes or elements which comprise the Platform; (iii) by using, accessing or visiting the Platform and/ or availing the Membership Services, you acknowledge and agree that the general layout, content and design of the Platform is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws and these Terms does not grant to you any rights to use or adopt any IPRs in respect of the Platform or any content; (iv) the User cannot create any derivative work or technology based upon any IPRs, confidential or proprietary information of the Company; (v) the User cannot adapt or use any trademark, service mark, trade name, logo or domain name similar to or likely to be confused with those of the Company/ Platform or take any other action that infringes upon or impairs the Company’s trademark (whether registered or unregistered) or other IPRs, and (vi) other than as set out in this clause and the Platform’s policies, you are not permitted to use any of our Intellectual Property Rights without our prior written consent. You may own the medium on which the information, content or materials resides, but the Company shall at all times retain full and complete title to the information, content or materials and all Intellectual Property Rights inserted by the Company on such medium.
• USER’S CONTENT
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  - It is hereby clarified that We shall be entitled to, consistent with our Privacy Policy as adopted in accordance with the Applicable Law, use the content or any of its elements for any type of use, any content you provide, upload or post by visiting our Platform and/or during the term of your membership and are not entitled to any payment or other compensation for such use. We reserve the right to edit or remove any material submitted to the Platform, or stored on our servers, or hosted or published upon the Platform.
  
  - Posting any form of content by the User on the Platform must verify the truthfulness and authenticity of the particulars of the content, including the time, place and nature. Before allowing such content to be posted on the Platform, we have the right and authority to verify the accuracy of such particulars related to the content with the respective sources provided by the User posting such content, if we feel that there is a need to check such accuracy. We have the right to upload content on behalf of third parties, subsequent to collecting such information and verifying it if we deem it necessary. Notwithstanding this, we can in no way be held liable for any false or misleading information as posted or uploaded by the User on the Platform.
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  - In case any content is considered to be unlawful or against the law within any jurisdiction in which the Platform can be seen and accessed, it shall be removed forthwith by us on being intimated by the authorities of the respective jurisdiction that such content is deemed unlawful. We cannot be held liable or questioned for the same.
• TERMINATION
  ‍
  - You agree that the Company, at its sole discretion and for any, including inter alia without limitation if you breach these Terms, may terminate your access to Platform, your membership of the Community, at any time. You agree that any termination/suspension of your access to the Platform and your membership at the Community may be affected without prior notice, and in this respect the Company shall not be liable to you for any such termination, where after your right to use the Platform and avail the Membership Services shall cease immediately.
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  - The provisions of these Terms shall continue to apply until terminated by either of the Party. In the event the User wants to terminate these Terms, the User may do so by: (a) not accessing the Platform; or (b) in case of a Member, by cancelling your membership in accordance with the terms provided under clause 8 of these Terms.
  
  - We reserve the right to, at any time, and with or without notice, terminate these membership of any of the Members, if there is: (a) breach of any of the Applicable Law(s) or the provisions of these Terms or the terms of the Privacy Policy or any other terms, conditions, or policies that may be applicable to the User from time to time (or have acted in a manner that clearly shows that the User does not intend  to, or is unable to, comply with the same); (b) For Cause against the Member; (c) it is brought to the attention or found by the Company that information and documentation furnished by the Member pursuant to these Terms are false and inaccurate; (d) We believe, at our sole discretion, that the Member’s actions may cause legal liability to the Company, (or any of its affiliates, independent contractors, service providers, consultants, licensors, agents, and representatives) or that they are contrary to the interests of the Community; (e) We are required to do so by law; or (f) if the Member fails to provide (or after providing such consent, later revokes) the consents necessary or desirable for the Company to provide the Membership Services to the Member; (g) at the end of the Membership Cycle if the Member does not renew the Membership.
  
  - It is however clarified that termination shall not affect the rights or remedies of the parties which have accrued up to the time of termination.
• INDEMNITY
  ‍
  - In addition and not in derogation of the specific indemnities provided by you to the Company under these Terms and/or policies of the Platform and the Membership Services, you agree to indemnify, defend and hold harmless the Company and its affiliates, group company(s), officers, directors, employees, consultants, representatives, shareholders, contractors, and agents etc. against any or all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) arising out of or in connection with any claim, suit, action, or other proceeding brought against the Company or such party, to the extent such losses are based on or arising out of or in connection with: (a) any breach or non-performance of any of the Terms and/ or other policies of the Company with respect to use and access of the Platform and/ or availing of Membership Services; (b) truthfulness and correctness of the information provided by you at the time of registering an Account and/or Member Onboarding Process and/ or at any time during availing of the Membership Services or being Member of the Community; and/or (c) breach of any third party rights by you.
  
  - The Users shall be solely responsible for any consequences which may arise due to their access of the Platform and availing the Membership Services by conducting an illegal act or due to non-conformity with these Terms and other rules, regulations and policies published by the Company towards availing the Membership Services.
  
  - In consideration of the Company allowing Members to access the Membership Service, to the maximum extent permitted by law, the Members waive and release each and every right or claim, all actions, causes of actions (present or future) each of them has or may have against the Company, its respective agents, directors, officers, business associates, group companies, sponsors, employees, or representatives for all and any injuries, accidents, or mishaps (whether known or unknown) or (whether anticipated or unanticipated) arising out of the provision of Membership Services.
  
  - The User/Member will be responsible for and release the Company from any and all liabilities, losses, claims and damages that may arise out of or in connection with the disclaimers as mentioned under these Terms and further agrees to hold harmless and indemnify the Company in this regard.
  
• DISCLAIMER
  
  - THE USER AGREES AND UNDERSTANDS THAT THE PLATFORM AND THE MEMBERSHIP SERVICES IS PROVIDED BY THE COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS PLATFORM OR THE INFORMATION, CONTENT, AND SERVICES INCLUDED ON THIS PLATFORM. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS PLATFORM AND AVAILING OF THE MEMBERSHIP SERVICES IS AT YOUR SOLE RISK. THE COMPANY RESERVES THE RIGHT TO WITHDRAW OR DELETE ANY INFORMATION FROM THIS PLATFORM OR ANY OFFERING UNDER THE MEMBERSHIP SERVICE AT ANY TIME IN ITS SOLE DISCRETION.
  
  - TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED. THE COMPANY DOES NOT WARRANT THAT THIS PLATFORM, ITS SERVERS, OR EMAIL/ OTHER COMMUNICATION SENT FROM THE PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS PLATFORM, AND/OR ITS SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES.
  
  - YOU AGREE THAT YOUR USE OF THE PLATFORM, AND THE MEMBERSHIP SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS EXCLUDE ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM, AND THE MEMBERSHIP SERVICES AND YOUR USE THEREOF.
  
  - WE HEREBY DISCLAIM ANY LIABILITY, IF ANY SUFFERED BY YOU IN RELATION TO THE MEMBERSHIP SERVICES.
  
  - YOU AGREE AND ACKNOWLEDGE THAT, TO THE FULLEST EXTENT ALLOWED BY LAW, UNLESS STATED OTHERWISE, WE WILL NOT BE HELD LIABLE FOR YOUR UTILIZATION OF THIRD-PARTY WEBSITES. WE WILL NOT BEAR RESPONSIBILITY FOR ANY LOSS OR DAMAGE STEMMING FROM YOUR INTERACTION WITH, USE OF, OR RELIANCE ON ANY THIRD-PARTY SITES.
  
  - TO THE EXTENT PERMITTED UNDER LAW, THE COMPANY/ PLATFORM SHALL NOT BE RESPONSIBLE FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION/CONTENT OR MATERIAL AND THE QUALITY THEREOF THROUGH THE PLATFORM.
  
  - TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN THE EVENT OF SUSPENSION OR CLOSURE OF ANY SERVICES, USERS SHALL NOT BE ENTITLED TO MAKE ANY DEMANDS, CLAIMS, ON ANY NATURE WHATSOEVER.
  
  - THE PLATFORM HAS EXERTED REASONABLE EFFORTS TO ENSURE THAT ALL THE CONTENT AND/OR INFORMATION PUBLISHED ON THE PLATFORM IS ACCURATE AT THE TIME OF POSTING; HOWEVER, THERE MAY BE ERRORS IN SUCH CONTENT AND/OR INFORMATION FOR WHICH WE SHALL HAVE NO LIABILITY. WE RESERVE THE RIGHT TO REMOVE OR ALTER ANY OF THE CONTENT AND/OR INFORMATION CONTAINED ON THE PLATFORM AT OUR SOLE DISCRETION. THE PLATFORM CANNOT GUARANTEE THE ADEQUACY, CURRENCY OR COMPLETENESS OF THE PLATFORM CONTENT.
  
  - THE USER ACKNOWLEDGES THAT THE USER IS NOT PROHIBITED BY ANY APPLICABLE LAWS TO ACCESS THE PLATFORM. FURTHER IN THE EVENT, THE USER ACCESSES THE PLATFORM FROM OUTSIDE INDIA, THE USER AGREES THAT THE COMPANY SHALL NEITHER BE GOVERNED BY SUCH LAWS APPLICABLE ON THE USER NOR SHALL BE LIABLE OR RESPONSIBLE FOR THE USER’S ACCESS OF THE PLATFORM FROM OUTSIDE INDIA. THE COMPANY SHALL ONLY BE GOVERNED BY AND REQUIRED TO COMPLY WITH THE LAWS OF INDIA.
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  - GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
  
  - These Terms shall be governed by the laws of India. Subject to Clause 15.2 below dispute, the courts and tribunals of New Delhi, India have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms (including any disputes regarding the existence, validity or termination of these Terms).
  
  - If any dispute, controversy or claim arises under, out of, or in relation to these Terms, including any dispute concerning the formation, construction, interpretation, or breach of these Terms, then such dispute shall at the first instance be attempted to be resolved through mutual good faith consultations. If the dispute is not resolved in this manner within forty-five (45) days of either party (you or we) sending a notice in this regard to the other party of such dispute, then the dispute shall be resolved by binding arbitration under the provisions of the Arbitration & Conciliation Act 1996, by a sole arbitrator. The seat and venue of the arbitration proceedings shall be New Delhi, India by a sole arbitrator who shall be jointly appointed by you and the Company and whose decision shall be final and binding upon all the parties.
  
  
  OTHER TERMS
  
  - If for any reason, a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, that portion shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties (the User/Member and the Company collectively) as reflected by that provision. The remainder of the Terms shall continue in full force and effect.
  
  - No provision of these Terms shall be deemed to be waived and no breach excused unless such waiver or consent shall be in writing and signed by the Company. Any consent by Company to, or a waiver by the Company of, any breach committed by you, whether expressed or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
  
  - Except when expressly allowed, any use of our content and it being reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent is not allowed. You shall be liable to hold the Company harmless against any and all Losses, damages, loss of profits and claims suffered by the Company in the event of any breach of this provision
  
  - The Company shall not be liable for any damages or delay whatsoever arising out of force majeure or other similar circumstances, directly or indirectly affecting the Company and/ or the Platform and/or the Membership Services. Examples of force majeure events are real or potential labour disputes, governmental actions, war or threat of war, sabotage, pandemics, civil unrest, demonstrations, fire, storm, flooding, explosion, earthquake, pandemic, provisions or limitations of materials or resources, inability to obtain the relevant authorization, accident, and defect in electricity or telecommunication network. Force majeure or other events beyond the Company’s control hindering, delaying or complicating the maintenance of the Platform entitles the Company to suspend or limit the Platform until further notice.
  
  - Please note that if You navigate away from the Platform to a third party website or application, then You may be subject to and bound by alternative terms of use and privacy policy applicable to such third-party website or application.
  
  - The Company reserves the right to assign its rights and obligations under these Terms to any of its affiliates or such third party partner(s) at any time.
  
  - The rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.
  
  - At our discretion we may serve any notice or communication to you by mail. In the case of notices sent by mail, you will be deemed to have been served 5 (five) business days after dispatch of the same.
  
  
  CUSTOMER SUPPORT
  
  If You have any queries in relation to any issue, you can email us at members@offline.club.
  
  
  
  GRIEVANCE OFFICER AND REDRESSAL MECHANISM
  
  - Any complaints, abuse or concerns with regards to content and /or comment or breach of these Terms shall be immediately informed to Ms. Jinanda Sheth  ("Grievance Officer") through contact at  +91 99 6667 6665, or email at members@offline.club with the electronic signature or in writing at the following address to: 3rd Floor, F-8/16 Vasant Vihar, New Delhi - 110057
  
  - The Grievance Officer will undertake best endeavours to redress the grievances of the User expeditiously, but in any case, grievances will be addressed within 1 (one) month from the date of receipt of the grievance.
  
  The Grievance Officer will undertake best endeavours to redress the grievances of the User expeditiously, but in any case, grievances will be addressed within 1 (one) month from the date of receipt of the grievance.
  
    - where the complainant has communicated its acceptance of the response of the Grievance Officer / any other person associated with the Company; or
     - where the complainant has not responded within thirty days of the receipt of the written response and has not raised any grievance or complaint in respect of the same subject.
  
  - In the unlikely event that your issue remains unresolved to your satisfaction despite escalating to our Grievance Officer, you can reach out to our Nodal Officer (details specified below). We will respond within 7 (seven) business days from the date of receipt of your email.
  
  - We welcome your comments and feedback about Platform; however, we, in our sole discretion, reserve the right to use or not use any ideas, content, materials, or suggestions you submit without any express or implied obligation, contract or compensation to you. all ideas, materials, or suggestions (including, without limitation, unsolicited ideas, suggestions, or materials) submitted shall become the property of Company and Company may use such ideas, materials, or suggestions in whole or in part at Company’s sole discretion without compensation or credit to You.
  
  - Nodal Person”) who shall be responsible for resolving escalated complaints. You can contact the Nodal Officer through the below mentioned contact details in case of any escalation of complaints.
  
  Name: Ms. Jinanda Sheth
  Email: jinanda@offline.club