Welcome to Arise Club available at www.theariseclub.com ("Platform"); access to the Platform is provided to you by Nuclei (as defined below). Arise Club is a membership club for UHNIs which gives them access to an ecosystem of curated luxury products, services, and experiences across 15+ categories, including travel, dining, shopping, etc, and 100+ partners & brands.

Arise Club platform is being hosted and managed by Nuclei, for its UHNI customers to discover, avail, and book premium products, services and experiences across categories. It is merely a platform to showcase and facilitate the availing of the offerings and associated benefits. The Products & /Services are being offered solely by Nuclei's Partners. Nuclei is not responsible for Selling/Rendering any of these listed Products/Services. Nuclei do not act as an express or implied agent for the Products/Services offered by Merchants/Owners to Customers.

Nuclei will not bear any obligation or liability if a Customer purchases/avails of a Products & Services under an offer. If you choose to avail of the purchase/avail of a Products & Services, Nuclei will not be a party to nor in any manner concerned with such purchase, nor be liable or responsible for any act or omission of the Merchant or the Customer. All Products & Services-related queries/complaints will be addressed by the respective Merchant only.

These terms of use ("Terms") are entered into by Nuclei and you and govern your access and use of the Platform. These Terms constitute an electronic record within the meaning of the Applicable Law (as defined below). This electronic record is generated by a computer system and does not require any physical or digital signatures. All the terms capitalized herein are specifically defined herein and shall be interpreted accordingly.

The use of the Platform is subject to acceptance of these Terms. To accept these Terms you must be at least Eighteen (18) years of age and competent to contract.

We request that you carefully read these Terms before using the Platform. If you continue to browse, access, and use the Platform:

1. you irrevocably and unconditionally agree to comply with, abide by, and be bound by all the obligations stipulated in the Terms and our privacy policy available at [insert the URL for privacy policy]

Please refrain from using the Platform if you disagree with any of the conditions/terms enlisted in these Terms.

Definitions

"Account" means the primary account created by you on the Platform using your email id and verified by a one-time password or password for accessing and using the Platform for accessing specific features of Platform use, including purchasing Products & Services.

"Access Credentials" means any username, identification number, password, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify a person's identity and authorization to access and use the Account.

"Applicable Law" shall mean all laws, statutes, regulations, bylaws, binding codes of conduct, and guidelines, whether local, national, international, or otherwise existing from time to time which apply to the person, act, or activity in question.

"Confidential Information" shall mean all information (whether in written, oral, electronic, or other format) that relates to the technical, financial, and business affairs, customers, suppliers, products, developments, operations, processes, data, trade secrets, design rights, know-how and personnel of each party and its affiliates which is disclosed to or otherwise learned by the other party in the course of or in connection with these Terms provided, that the discloser of such information treats such information as confidential and a reasonable person would consider such information to be confidential based upon the nature of the information.

"Customer Data" means all texts, sound, video, image files, representation of information, knowledge, facts, concepts, or instructions as provided by you through/on the Platform, or such data about you or relating to your requirements as may be provided to us by the Partner.

"Fees" means the applicable fees for the Service and applicable Taxes.

"Governing Law" and "Governing Courts" mean, for each Nuclei Contracting Entity, the laws and courts outlined in the following table:

Nuclei Contracting Entity	Governing Laws	Governing Courts
CDNA Technologies Private Limited ("Nuclei India")	India	Bengaluru, India

"Losses" means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees).

"Nuclei" or "Nuclei Contracting Entity" means the entity identified below based on your billing address. If you change your billing address to a region/country identified to a different Nuclei Contracting Entity below, you agree that this Agreement is then assigned to the new Nuclei Contracting Entity as per the Terms.

The region/country in which the customer's billing address is located	Nuclei's contracting entity	Mailing Address and Email ID
India	CDNA Technologies Private Limited	help@theariseclub.com

"Nuclei Content" means all the information or data that Nuclei provides on the Platform, including but not limited to information or data in connection with the Products & Services and to allow access to and use of the Products & Services, details of the Products & Services, technical guidance about the Products & Services, promotional videos, and Nuclei Marks. Nuclei Content does not include the Products & Services or third party content.

"Nuclei Marks" means any trademarks, service marks, service or trade names, and logos made of Nuclei or its affiliates that we may make available to you on the Platform.

"Nuclei Services" means the services provided by Nuclei in relation to the maintenance and operation of the Platform.

"Partner"or "Merchant" means the Person or entity specified in the information table above which is registered with and approved by Nuclei for listing Products & Services in the Platform in accordance with the terms of this Agreement.

"Policies" means the privacy policy, any branding and trademark guidelines, or any other policy or terms referenced in or incorporated into these Terms or as may be applicable to your use of the Platform.

"Product(s) & Products & Services" or "Product & Services" means the Partner's products, services and/or offerings identified by the Partner and approved by Nuclei for listing in the Platform. This also includes any Brand Features related to the Product(s) & Products & Services. In case the Partner is only providing one of the two, i.e., the Product or Service, the term "Product(s) & Products & Services", should be interpreted to mean the Product(s) or the Products & Services, listed on the Platform, as the case may be.

"Service Agreement" means the agreement between the Partner and you, for the provision and use of the Products & Services purchased by you from the Partner, including any ancillary terms and conditions in relation to your use of the Products & Services.

"Taxes" means all taxes imposed on sell and purchase of the Products & Services under the Applicable Laws, except for taxes applicable on Nuclei's net income, net worth, asset value, or property value.

SCOPE

The Platform lists/publishes various Products & Services sold by the Partner(s) that own and operate such Products & Services. These Terms govern your use and access to the Platform and your purchase of the Products & Services from the Partner(s) through the Platform.

Terms and conditions that apply to your use of the Products & Services are governed by separate terms and conditions as may be agreed between you and the Partner under the Service Agreement.

ACCESS AND USE OF THE PLATFORM

You may access and browse the Platform without creating an Account. However, most functions, features, and parts of the Platform can only be accessed and used through an Account. If you wish to create an Account on the Platform, you must complete the sign-up process and agree to be bound by these Terms. The Account can only be accessed with the Access Credentials. You are responsible for providing accurate and correct Customer Data while creating an Account.

Your Account will be unique to you, and it is your responsibility and obligation to safeguard the Account and the Access Credentials and not allow any third party to access and use the Platform.

You will use the Platform only for personal and internal business purposes, if any. You will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Nuclei Content or information from/of the Platform without Nuclei's permission. You will not resale the Products & Services and only upon purchase (except in case the Partner provides a free trial or free access of the Products & Services for you to use them), use such Products & Services for your own use. Nuclei reserves all rights to the Platform not expressly granted by Nuclei and rights over any Nuclei Content published on the Platform; Partner and/or Nuclei, as the case may be, reserves all the rights to the Products & Services and the marketing and promotional material published on the Platform relating to the Products & Services.

You will not:

1. circumvent or bypass any technological protection measures in or relating to the Platform or the Products & Services;
2. disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any software or other aspect of the Platform
3. publish, copy, rent, lease, sell, export, import, distribute, or lend the Platform; and
4. enable access to the Platform by unauthorized third-party applications or otherwise in a manner intended to avoid incurring fees or to circumvent usage limits or quotas.
5. use our Services for any illegal or unauthorized purpose.
6. submit abusive, obscene, threatening, harassing, defamatory, libellous, offensive, violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive user submissions via our Services, or user submissions that encourage conduct that would be considered a criminal offence, give rise to civil liability, violate any law, or are otherwise inappropriate.
7. access (or attempt to access) any of our Services, including Materials and user submissions, by any means other than through the interfaces that are provided by us.
8. Frame or deep-link into any part of this website
9. Change, alter or modify any part of our Services for any reason;

If Nuclei becomes aware that your use of the Platform or any Service violates these Terms or directly or indirectly affects Nuclei adversely, then Nuclei may, at its discretion, contact you to correct such violation or suspend all or part of your access to or use of the Platform until such breach is corrected. This section does not cover any suspensions made by the Partner in relation to your use of the Products & Services, and we will not be responsible for any such suspension made by the Partner.

If you want to change the details of your Account, assign new personnel to manage your Account, and delete the Account through the Platform, please contact us at help@theariseclub.com.

To ensure the security, safety, and integrity of the platform and that of Nuclei, Nuclei's Clients, and Users, Nuclei may take various steps to verify and confirm the authenticity, enforceability, and validity of orders placed by you.

YOUR RESPONSIBILITIES

1. Your Account. Except to the extent caused by our breach of the Terms, (a) you are responsible for all activities that occur under your Account, regardless of whether the activities are authorized by you or undertaken by you, your employees, or a third party authorized by you, and (b) we are not responsible for unauthorized access to your Account. If you become aware of or suspect any breach of security or unauthorized use of your password or your account, you should contact our support help@theariseclub.com immediately to report such activities.
2. Access Credentials The Access Credentials associated with your Account are only for your own use. You will not transfer or assign them to any other entity or person.
3. Customer Data. You will ensure that the Data provided by you is correct and authentic to the best of your knowledge and will not violate Applicable Laws or any third party rights.

OUR CONTRACT

The Platform displays the details of the Products & Services. You understand that Nuclei owns and operates the Platform and does not own, operate or provide the Products & Services. The Products & Services are listed on the Platform in an as-is and as-available manner. The Platform is a platform for Partners to list their Products & Services and for you to purchase them directly from the Partners. Nuclei will not be responsible for any damages or liability arising due to your use of the Products & Services purchased through the Platform.

THIRD-PARTY SITES

The Platform may include URL links to other websites or services, allowing you to leave the Platform and visit web pages not controlled or operated by Nuclei ("Linked Sites"). Nuclei is not responsible for your access and use of the Linked Sites (or any other weblink or URL embedded in them) in any manner. Unless otherwise expressly and explicitly indicated, Nuclei does not endorse any such Linked Sites or the information, material, product, or services contained on or accessible through the Linked Sites. Nuclei makes no express or implied warranties about the information, material, products, or services on or accessible through Linked Sites. Access and use of the Linked Sites, including the information, material, Products & Services, and services on Linked Sites or available through Linked Sites, is solely at your own risk.

SERVICE AGREEMENT

The Platform lists the Products & Services and provides details about the Products & Services. You must make an informed decision before placing an order on the Platform for purchasing such Products & Services. You are responsible for examining and verifying the terms and details of your order and the Products & Services you are purchasing. Nuclei will not be liable for any incorrect order placed by you or terms that you agree with the Partner.

You may be required to accept a Service Agreement or additional related terms with a Partner applicable to access and use of its Products & Services. Additionally, the Service Agreement will govern your access to and use of the Products & Services.

Certain Partners may require access to Customer Data to provide you with the Products & Services. By purchasing any such Products & Services (according to the terms and conditions as detailed in our privacy policy), you are permitting Nuclei to share Customer Data with the respective Partner of the Products & Services purchased by you for the Partner to provide you with the Products & Services and any related technical support.

SUPPORT SERVICES

The respective Partner will provide all services/support in relation to the Products & Services, including but not limited to technical support and after-sale support for the Products & Services as per the terms agreed between you and the Partner. Nuclei will not be responsible or liable for any technical and after-sale support to you for any Products & Services, including uptime, downtime, escalation, security updates, version updates, or patches concerning the Products & Services.

MODIFICATIONS

Nuclei may update the Platform from time to time without providing prior notice or obtaining approval from you. Nuclei may change or discontinue any Products & Services on the Platform without giving prior notice or obtaining your permission.

Nuclei may update, amend, modify, or revise the Terms from time to time with or without notice to you. Your continued use of the Platform on and after any update, amendment, modification, or revision shall mean your agreement with the same. You may refer to these Terms from time to time to ensure that you are aware of any corrections, amendments, or modifications. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Nuclei will be governed by the Terms in effect when such a dispute arises. For clarity, any changes to these Terms do not result in changes to any Service Agreement.

INTELLECTUAL PROPERTY RIGHTS

Except as expressly stated in these Terms, these Terms do not grant either you or Nuclei any rights, implied or otherwise, to the other party's content or any of the other party's intellectual property. Nuclei owns all the intellectual property rights in the Platform and the Nuclei Content.

The Partner owns all rights, title, and interest in and to the Products & Services. Nuclei owns all rights, title, and interest in the Nuclei Content and all technology and intellectual property rights related to the Platform. Subject to the terms of this license and the Terms, Nuclei grants you a limited, royalty-free, revocable, non-exclusive, non-sublicensable, non-transferable license to use the Nuclei Content solely in connection with your permitted use of the Platform. No other entity is entitled to or purports to grant or procure the grant of this license. Except as expressly provided in this section, you obtain no other rights under the Terms from Nuclei, its affiliates, or Partners to the Products & Services and Nuclei Content, including any related intellectual property rights.

You will not attempt to (a) modify, alter, tamper with, repair, or otherwise create derivative works of the Platform or the Nuclei Content, (b) reverse engineer, disassemble or decompile the Platform or apply any other process or procedure to derive the source code of any software included in the Platform, (c) resell or sublicense the Platform or the Nuclei Content, (d) transfer the Nuclei Content outside the Platform unless required to do so to access and use the Products & Services purchased by you from the Platform, or (e) tamper with or circumvent any controls or make unauthorized copies of the Nuclei Content.

The Platform displays information in relation to Products & Services, including but not limited to trademarks, trade names, logos, images, signs, or proprietary information owned by the Partners and Nuclei. No rights under these Terms are granted to you by Nuclei to use or copy such information in relation to the Products & Services.

The intellectual property provisions relating to your use of the Products & Services will be governed by the terms and conditions and contract agreed upon and executed between you and the Partner.

PAYMENTS AND TAXES

Payment will be collected by Partners, wherever applicable. Each Partner may have its own T&Cs, and you will be governed by those terms and conditions respectively.

You agree to bear all applicable taxes, cesses, etc., levied thereon. Further, you agree to indemnify and hold harmless us for all losses and liability incurred by us on account of your action or inaction in compliance with the Applicable Law.

REFUNDS

Refunds will be handled by respective Partners in accordance with the refund policy of the Partner. To claim any refunds, you can contact the Partner directly. In case of any further issues you can contact help@theariseclub.com.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that (a) it has full power and authority to enter into the Terms, and (b) it will comply with all Applicable Laws to its provision, receipt, or use of the Platform and Products & Services, as applicable.

INDEMNITY

You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your use of the Platform; (b) breach of these Terms or violation of Applicable Law by you; or (c) a dispute between you and the Partner. (d) your violation or alleged violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (e) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances or orders.

Nuclei will have no obligations or liability arising from your use of the Products & Services after your purchase of the same from the Platform and/or after you have been notified to discontinue such use.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE PLATFORM AND ALL INFORMATION, CONTENT, MATERIALS, SERVICES, AND PRODUCTS (INCLUDING ANY SOFTWARE) INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED BY NUCLEI ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN THE TERMS NUCLEI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM, UNLESS OTHERWISE SPECIFIED IN WRITING.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, NUCLEI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. NUCLEI DOES NOT WARRANT THAT THE PLATFORM; INFORMATION, CONTENT, MATERIALS, SERVICES, OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM; ITS SERVERS; OR E-MAIL SENT FROM THE PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

NUCLEI WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PLATFORM OR FROM ANY INFORMATION, CONTENT, MATERIALS, SERVICES, OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES UNLESS OTHERWISE SPECIFIED IN THE TERMS.

NUCLEI, ITS AFFILIATES AND PARTNERS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THESE TERMS OR YOUR USE OF OR ACCESS TO THE SERVICE, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR ACCESS TO THE SERVICE; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF CUSTOMER DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS AS DETAILED ABOVE, NUCLEI’S AND ITS AFFILIATES’ AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY UNDER THESE TERMS FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 6 (SIX) MONTHS BEFORE THE LOSSES AROSE. THE LIMITATIONS HEREIN APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT

You may post reviews, comments, and other content; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You will not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the content. Nuclei reserves the right (but not the obligation) to remove or edit such content but does not regularly review posted content. If you do post content or submit material, and unless we indicate otherwise, you grant Nuclei a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Nuclei and the Partners the right to use the name you submit in connection with such content if they choose.

PRIVACY AND DATA PROTECTION

To provide you with access to the Platform and to allow you to purchase Products & Services from the Platform, we may have to collect Customer Data which may include your personal information. Your privacy is important to us; please refer to our privacy policy available at uat-nuclei.theariseclub.com/privacy-policy to understand how we collect the Customer Data directly and process the Customer Data and your rights and obligations in relation to Customer Data.

If you purchase a Service from the Platform, we may share with the Partner of such Service your contact information and details about the transaction regarding your purchase of the Products & Services.

Any Customer Data you share with the Partner while using the Products & Services is not governed by the Terms or our privacy policy available at uat-nuclei.theariseclub.com/privacy-policy.

CANCELLATION AND REFUND POLICY

1. Membership Cancellation
   1. Voluntary Cancellation by Member
      1. Members may cancel their membership at any time by contacting our customer support team at help@theariseclub.com
      2. Cancellation requests must be made in writing via email and will be processed within 5 business days

   2. Cancellation by Arise Club
      1. Arise Club reserves the right to cancel a membership at its discretion for reasons including, but not limited to, violation of club policies, misuse of member privileges, or fraudulent activity
      2. In such cases, members will be notified via email, and any unused portion of the membership fee may be refunded at the discretion of Arise Club

2. Refund Policy
   1. Membership Fees
      1. Refunds will be made on a case-by-case basis
      2. Refund requests must be submitted in writing to help@theariseclub.com and will be reviewed by our team

   2. Event and Service Bookings
      1. Refunds for events, services, and experiences booked through Arise Club are subject to the cancellation policies of the respective service providers
      2. Members must adhere to the individual cancellation terms provided at the time of booking
      3. Arise Club will assist members in processing refunds with service providers but does not guarantee refunds outside of provider policies

   3. Products and Merchandise
      1. Refunds for products and merchandise purchased through Arise Club are subject to the return and refund policies of the respective brands and partners
      2. Members should review these policies before making a purchase and contact the brand directly for return and refund assistance

3. Refund Process
   1. Request Submission
      1. Refund requests must be submitted to help@theariseclub.com with all relevant details including membership information, booking references, and reason for cancellation.

   2. Review and Approval
      1. Refund requests will be reviewed within 10 business days of submission
      2. Approved refunds will be processed using the original payment method

   3. Processing Time
      1. Once approved, refunds will typically be processed within 5-7 business days
      2. Members will receive a confirmation email once the refund has been issued

4. Contact Information

   For any questions or concerns regarding cancellations and refunds, please contact our customer support team at help@theariseclub.com.

MISCELLANEOUS

Assignment. Without our prior written consent, you will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement. Any assignment or transfer in violation of these Terms will be void. We may assign these Terms without your consent (a) in connection with a merger, acquisition, or sale of all or substantially all of our assets, or (b) to any affiliate or any other Nuclei Contracting Entity or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Nuclei as a party to these Terms and Nuclei is fully released from all of its obligations and duties to perform under these Terms. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Entire Agreement. These Terms incorporate the Policies by reference and is the entire agreement between you and us regarding the subject matter of these Terms. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of these Terms. We will not be bound by, and specifically, object to, any term, condition, or other provision that is different from or in addition to the provisions of these Terms (whether or not it would materially alter these Terms), including, for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other documents, or (b) related to any invoicing process that you submit or require us to complete. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control.

Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

Governing Law. The Governing Laws, without reference to conflict of law rules, govern this Agreement and any dispute that might between you and us.

Disputes. Any dispute or claim relating to your use of the Products & Services or to any products sold or distributed by Nuclei on the Platform will be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts.

Independent Contractors. We and you are independent contractors, and these Terms will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party nor their respective affiliates is an agent of the other for any purpose or have the authority to bind the other.

Language. All communications and notices made or given pursuant to these Terms must be in English. If we provide a translation of the English language version of these Terms, the English language version of the Terms will control if there is any conflict.

Confidential Information. Each party agrees to maintain the Confidential Information in strict confidence and, except to the extent expressly permitted in this Terms or otherwise consented to in writing by the other party, not disclose by either party or their respective representatives to any third party, except with the specific prior written consent of the other party.

Each party agrees as to any Confidential Information disclosed by a party to these Terms (the “Discloser”) to the other party to these Terms (the “Recipient”):

1. to take such steps necessary to protect the Discloser’s confidential information from unauthorized use, reproduction, and disclosure as the Recipient takes in relation to its Confidential Information of the same type, but in no event less than reasonable care;
2. to use such Confidential Information only for these Terms, or as otherwise expressly permitted or expressly required by these Terms, or as otherwise permitted by the Discloser in writing;
3. not, without the Discloser’s prior written consent, to copy the Confidential Information or cause or allow it to be copied, directly or indirectly, in whole or in part, except as otherwise expressly provided in these Terms, or as needed for these Terms, provided that any proprietary legends and notices (whether of the Discloser or of a third party) are not removed or obscured;
4. not, without the Discloser’s prior written consent, to disclose, transfer, publish or communicate the Confidential Information in any manner to any person except as permitted under these Terms.

The aforesaid shall not be applicable and shall impose no obligation on a party with respect to any portion of Confidential Information which: (i) was at the time received or which thereafter becomes, through no act or failure on the part of Recipient, generally known or available to the public; (ii) is already known to such Recipient prior to at the time or subsequent to disclosure by the Discloser from sources which to the Recipient’s knowledge are under no obligation of confidentiality to the Discloser; (iii) has been disclosed pursuant to the requirements of law or court order without restrictions or other protection against public disclosure; provided, however, that the Discloser shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order; or (iv) is developed by the Recipient without access to the Confidential Information, provided that such independent development is evidenced by written records.

Electronic Communications. When you visit the Platform or email us, you communicate with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Platform or through telecommunication. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.

Notices.

1. To you. We may provide any notice to you under these Terms by (i) posting a notice on the Platform; (ii) sending a message to the email address associated with your Account. Notices we provide by posting on the Platform will be effective upon posting, and notices we provide by email will be effective when we send the email to the email address associated with your Account. It is your responsibility to keep your email address updated. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you have actually received the email.
2. To Nuclei. You may give Nuclei Contracting Entity a notice under these Terms by email or physically by sending the same to the email address or the address, as the case may be, of the Nuclei Contracting Entity as detailed above under the definition section of these Terms. Notices provided to us by email will be effective from the date we receive such email, and in case of physical notices, the same will be effective from the date such physical notice is received by Nuclei.

No waivers. The failure by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms, but the rest of the Terms will remain in full force and effect.

Trade Restriction. Nuclei is bound by international trade laws and regulations, and we strictly observe them. These regulations include sanctions that, for example, prohibit certain transactions, activities, or payments. These sanctions may be directed against governments of countries and against non-state entities, companies and/or persons (such as terrorist organisations and terrorists). They may include an arms embargo, another specific or general trade restriction (export or import ban), a financial restriction such as an asset freeze, an entry restriction (visa or travel ban) or any other measure as may be appropriate. In case you are in any such jurisdiction or belong to any such organization, then you should refrain from using Platform. Nuclei will not sell Products & Services or otherwise engage in activities in any jurisdiction that are subject to such sanctions and subject to laws implemented by India, the United Arab Emirates, the United States, the United Kingdom, and any other country forming part of the European Economic Area or other applicable sanctions regimes. If you misinform Nuclei regarding your location from where you are accessing the Platform and as to the use and/or (final) destination of the Products & Services, either intentionally or accidentally, and the Products & Services are delivered to a sanctioned country and/or customer, either directly or indirectly, you shall fully indemnify and hold the Nuclei harmless from and against any penalties and/or costs and pay all legal costs (including legal fees) arising from the misinformation.