Klub Capital Technologies Ltd. (hereinafter referred to as “We”, “Us”, “Klub” or “Our” which expression shall mean and include its affiliates, successors and permitted assigns). Your (“You” or “Your”) use of the Platform (defined below) is subject to the notices, terms and conditions set forth in these Terms of Use. The domain name “www.klubworks.com” (hereinafter collectively referred to as the “Platform”) is owned by Klub. Your use of the Platform is governed by the following terms and conditions (“Terms of Use”) as applicable to the Platform including the applicable policies which are incorporated herein by way of reference. You acknowledge and agree that You shall be subject to the policies that are applicable to the Platform and by mere use of the Platform, You shall be contracting with Klub and these terms and conditions including the policies constitute Your binding obligations, with Klub.

By mere use of the Platform, You agree to be subject to the applicable rules, guidelines, policies, terms, and conditions and the same shall be deemed to be incorporated into this Terms of Use and be considered as part and parcel of this Terms of Use. We reserve the right, at Our sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time without any prior written notice to You. It is Your responsibility to review these Terms of Use periodically for updates/changes. We will notify You of any material updates/changes from time to time. Your continued use of the Platform following the posting of changes will mean that You accept and agree to the revisions. As long as You comply with these Terms of Use, We grant You a personal, non-exclusive, non-transferable, limited privilege to enter and use the Platform.

ACCESSING, BROWSING OR OTHERWISE USING THE PLATFORM INDICATES YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS IN THESE TERMS OF USE. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE PROCEEDING. YOU DECLARE YOUR WILLINGNESS TO ABIDE AND BE BOUND BY THESE TERMS OF USE THROUGH YOUR USE OF THE PLATFORM. IF YOU DO NOT AGREE WITH THE TERMS OF USE, PLEASE DO NOT USE THE PLATFORM. These Terms of Use will be effective immediately upon Your acceptance of Our terms and conditions, Your use of Our Platform being indicative of such acceptance. These Terms of Use shall be enforceable against You in the same manner as any other written agreement.

1. What We Do

1.1 We provide a platform through which new and growing businesses can interact with sources of financing for the purpose of evaluating a potential business relationship. We enable users of the Platform to register as a Brand (defined below). Through the tools and services provided on such platform, We facilitate the validation of the business ideas provided by the Brands as well as effective and secure communication between such Brands and sources of financing.

2. Platform

2.1 You can access the Platform without registering for an account. However, to use several features, You will need to register and create a profile with accurate and complete information. Your profile must be your own or of a person or entity You are entitled to represent and You shall not use or provide any information that is offensive or that violates any third party's rights.

2.2 Account de-activation: You can choose to deactivate Your account with Klub maintained on the Platform by notifying UAEsupport@klubworks.com. Please note that any cancellation/deactivation of Your account shall be subject to the payment terms applicable to You.

3. Brand

3.1 Sign-up: If You are a business, You have to register as a 'Brand' (Brand). Depending on Your requirements/features you wish to access, You shall provide basic or detailed profile data. 

3.2 Funding: You acknowledge that You are not a publicly listed company and Your securities are not registered, or required to be registered, on any stock exchange in any jurisdiction. In the event You and any other Member of the Platform choose to engage in a business relationship, whether or not a proposed investment into the Brand, the terms and conditions of such relationship shall be agreed between the parties to such relationship and Klub shall not be responsible for the same. Any transaction in securities that You may offer or conclude with any other Member of the Platform shall be offered, issued, allotted or transferred in strict compliance of all applicable laws including but not limited to private placement rules under applicable securities laws.

3.3 Verification: Klub may, in connection with making available certain features of the Platform to You, require certain information or documents to verify details provided by You including but not limited to identity, constitutional information or authorization. In case You do not provide such information, You may be unable to access certain features of the Platform.

4. Representations and Warranties of User

4.1 You hereby represent and warrant:

4.1.1: That You have the right, authority, and capacity to enter into this Terms of Use on Your own behalf and on behalf on any entity for whom You are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of Your participation violates provisions of the law to which You are subject, You will cease using the services and close your account

4.1.2: That You are at least 18 years old and competent to execute and perform any agreement you enter into through Our Platform.

4.1.3: That You shall not use a false name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason.

4.1.4: That You shall not use a user ID name that is subject to any rights of a person other than yourself without appropriate authorization.

4.1.5: That You shall comply with the terms and conditions stipulated in this Terms of Use.

4.1.6: That You shall be solely responsible for maintaining the confidentiality of Your password.

4.1.7: That all the representations made by You to Us including in accordance with these terms and conditions are true, correct and complete and that You will update your registration information with the Company as needed so that it remains true, correct and complete.

5. Emails, Newsletters and Notifications

5.1: If You wish to subscribe to Our newsletter(s) or receive notifications or emails from Us, We will use Your name and latest e-mail address provided by You in this regard. However, You may choose to stop receiving Our newsletters by following the instructions to unsubscribe as included in these emails or You can contact Us at uaesupport@klubworks.com.

6. Intellectual Property

6.1: This Platform is operated by and is the sole property of Klub. Any and all material on this Platform, including images, illustrations, audio and video clips, trade names, proprietary information and knowledge, technology, databases, or rights with respect thereto necessary for Our business as is now being operated are protected by copyrights, trademarks, and other intellectual property rights that are owned by Us or by other parties that have licensed such material to Us, or such parties having ownership of the content uploaded on the Platform. You agree that any and all material displayed on the Platform is solely for Your personal use and You shall not, whether directly or indirectly, copy, reproduce, republish, post, upload, transmit or distribute such material in any manner and through any media including by way of e-mail or other electronic means and You shall not assist any other person in doing so. Modification of the said materials or use of the materials on any other Platform or networked computer environment or use of the materials for any purpose other than personal use is a violation of the said copyrights, trademarks and other intellectual proprietary rights, and is expressly prohibited. Klub grants to You a temporary, non-exclusive, revocable, non-transferable limited license to use the Platform for your own use. All right, title and interest in and to the Platform (excluding content uploaded specifically by a user) are and will remain the exclusive property of Klub and/or its licensors.

6.2: You agree that these Terms of Use do not entitle You to any support, upgrades, updates, add-ons, patches, enhancements, or fixes for the Platform (Updates). We may, however, occasionally provide automatic Updates to the Platform at its sole discretion (and without any advanced notification to You). Any such Updates shall become part of the services and subject to these Terms of Use.

6.3: From time to time, we test various aspects of our Platform, including our website, user interfaces, service levels, plans, promotions, features, availability of content, delivery, and pricing, and we reserve the right to include you in or exclude you from these tests without notice.

6.4: By submitting any content or material to the Platform including names, logos and/or any material that is protected through trademark, copyright, wordmark, etc. of Yourself or Your Enterprise or Your Brand, You hereby grants Klub a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such content in connection with the Platform and Klub's business, including without limitation for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media formats and through any media channels. In the event it does so, Klub will seek to maintain the confidentiality of the content consistent with Your account classification, but once again cannot guarantee any such confidentiality. You also grant each user of the Platform a non-exclusive license to access Your Content through the Platform and to use, reproduce, distribute, prepare derivative works of, display and perform such Content as permitted through the functionality of the Platform and under these Terms of Use.

6.5: Klub shall have no obligation to monitor or enforce any intellectual property rights that may be associated with the content provided by You on the Platform.

6.6: If You are a copyright owner or an agent thereof and believe that any content on the Platform infringes upon Your rights, You may contact support@klubworks.com and provide details requested in regards to such infringement.

7. Prohibited Uses

7.1: The Platform may be used only for lawful purposes. Klub specifically prohibits any use of the Platform for and You agree not to use the Platform for any of the following purposes:

7.1.1: Modifying, publishing, storing, transmitting, distributing, displaying, performing, participating in the transfer or sale of, create derivative works on, or in any way exploiting, any of the copyrighted material contained on the Platform, in whole or in part, without Our prior written consent.

7.1.2: Subleasing, leasing, selling, assigning, transferring, distributing, renting, permitting concurrent use of, or granting other rights in the content and any material and documentation provided on the Platform by other users or Klub to any third party.

7.1.3: Providing use of the content in a computer service business, network, time sharing, interactive cable television, multiple CPU or multiple or concurrent user arrangement to users who are not individually licensed by Klub or otherwise exploiting any portion of, the use of or access to the content of the materials or documentation provided on the Platform in contravention of these Terms of Use.

7.1.4: Defame, libel, disparage, threaten, harass or intimidate anyone or otherwise violate the personal, privacy, contractual, intellectual property or other rights of any person, including by the use of offensive comments related to race, national origin, gender, sexual preference or physical handicap

7.1.5: Submit any content or material that falsely expresses or implies that such content or material is sponsored or endorsed by Klub.

7.1.6: sell access to the Platform or any part thereof other than through a mechanism expressly approved by Klub.

7.2: Klub may also place additional fair use restrictions including restrictions on concurrent connections and time of usage.

8. Modifications

8.1: We reserve the right at any time and from time to time, in Our sole discretion, to modify the content on the Platform or any part thereof, including the transmission of any related materials or documentation, with or without providing prior notice to You. We further reserve the right at any time and from time to time, at Our sole discretion, to alter, modify or terminate any content or features contained on the Platform without providing to You prior notice of such alteration, modification or termination. You agree that Klub shall not be liable to You or to any third-party claiming through You, for any modification of the content or features provided on the Platform.

9. System Limitations and Failures

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

10. Privacy and Confidentiality

10.1: Your use of the Platform is governed by Our privacy policy, which can be viewed here. 

10.2: Please read Our privacy policy to understand Our information collection and usage practices. You may obtain certain confidential information, including without limitation, technical, contractual, product, pricing, business-related functions, activities and services, customer lists, knowledge of customer needs and preferences, business strategies, marketing strategies, methods of operation, markets and other valuable information that should reasonably be understood as confidential ('Confidential Information'). You acknowledge and agree to hold all Confidential Information in strict confidence. Title and all interests to all Confidential Information shall be vested in Us. Your obligations regarding Confidential Information will survive the termination of these Terms of Use in accordance with the section on Termination below. Upon such termination, You must stop forthwith using any Confidential Information to which You may have been exposed in due course of Your use of the Platform.

10.3: You agree that Your obligations under this Paragraph are necessary and reasonable in order to protect Our business and expressly agree that monetary damages would be inadequate to compensate for any breach of any covenant or agreement set forth herein. Accordingly, You agree and acknowledge that any such violation or threatened violation will cause irreparable harm and injury to Klub and that, in addition to any other remedies that may be available, in law, equity or otherwise, Klub shall be entitled to obtain injunctive relief against the threatened breach of the terms of this Paragraph or the continuation of any such breach.

10.4: The restrictions in this Paragraph shall not apply to the disclosure of Confidential Information by either party if and to the extent the disclosure is:

• Required by the Applicable Law of any jurisdiction

• required by any applicable securities exchange, supervisory or regulatory or governmental body to which the relevant party is subject or submits, wherever situated, whether or not the requirement for disclosure has the force of law

• made to employees and representatives on a need to know basis, provided that such persons are required to treat such information as confidential through a written agreement in terms which are no less strict than this Paragraph

Provided that restriction in this Paragraph shall not apply to disclosures of Confidential Information made by Klub to its shareholders, directors, managers, advisors, potential Patron Investors and/or Affiliates. Provided further that Klub may disclose the Confidential Information to third party vendors and customers or pursuant to partnering arrangements without the restriction of this Paragraph provided that such persons are required to treat such information as confidential through a written agreement in terms which are no less strict than this Paragraph

11. Additional / Special Terms and Conditions

11.1: Klub may notify you or request you to accept additional or special terms and conditions in relation to Your access of certain features or services on the Platform. You agree that You shall access or use such features and services only in accordance with such additional or special terms and conditions as if they were incorporated herein these Terms of Use.

12. Links to / from other Platforms and Third Party Tools

12.1: The Platform may contain link/s to various other websites. These links are provided solely for Your convenience and benefit. Wherever such link/s lead to websites which are not owned by or belong to Klub, We shall not be responsible for the content, products and services provided on such linked sites. We do not warrant or make any representations regarding the correctness or accuracy of the content on such websites. If You decide to access such linked websites, You do so at Your own risk. We do not in any way endorse the linked websites.

12.2: Similarly, this Platform can be made accessible through a link created by other websites. Access to this Platform through such link/s shall not mean or be deemed to mean that the objectives, aims, purposes, ideas, concepts of such other websites or their aim or purpose in establishing such link/s to this Platform are necessarily the same or similar to the idea, concept, aim or purpose of Our Platform or that such links have been authorized by Us. We are not responsible for any representation/s of such other websites while affording such link and no liability can arise upon Klub consequent to such representation, its correctness or accuracy. In the event that any link/s afforded by any other website/s derogatory in nature to the objectives, aims, purposes, ideas and concepts of this Platform, is utilized to visit this Platform and such event is brought to the notice or is within the knowledge of Klub, civil or criminal remedies as may be appropriate shall be invoked.

13. Security

13.1: You are prohibited from violating or attempting to violate the security of the Platform, including, without limitation:

1. accessing data not intended for You or logging into an account which You are not authorized to access

2. attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization

3. interfere with service to any user, host, or network.

13.2: You shall not misuse this Platform by knowingly introducing viruses, trojans, worms, logic bombs or other materials that are malicious or technologically harmful (together 'Viruses'). You must not attempt to gain unauthorized access to our Platform, the server on which the Platform is stored or any server, computer or database connected to this Platform. You must not attack this Platform via a denial-of-service attack. Further, You shall not interfere with or circumvent any security feature of the Platform or any feature that restricts or enforces limitations on use of or access to the Platform, such as probing or scanning the vulnerability of any system, network or breach.

13.3: By breaching the provisions of this Paragraph, You may be liable to be prosecuted. We will report any such breach to the relevant law enforcement authorities and We will cooperate with such authorities by disclosing Your identity to them. In the event of such a breach, Your rights to use this Platform will cease immediately.

13.4: We will not be liable for any loss or damage caused by a denial-of-service attack or Viruses that may infect your computer equipment, computer programs, data or other proprietary material due to Your use of this Platform or to Your downloading of any material posted on it, or on any Platform linked to it.

13.5: You agree to immediately report to Us all incidents involving suspected or actual unauthorized access, disclosure, alteration, loss, damage, or destruction of data.

13.6: You shall not interfere with or disrupt (or attempt to interfere with or disrupt) access and enjoyment of the Platform of other users or any host or network, including, without limitation, creating or transmitting unwanted electronic communications such as “spam” to other users, overloading, flooding or mail-bombing the Platform, or scripting the creation of content in such a manner as to interfere with or create an undue burden on the Platform.

13.7: You are prohibited from reverse engineering, decompiling, reverse assembling, modifying or attempting to discover or copy any software, source code or structure that the Platform utilizes to generate web pages or any software or other products or processes accessible through the Platform.

13.8: All actions performed by any person using Your account and password shall be deemed to have been committed by You and You shall be liable for the same. Klub reserves the right to suspend/terminate Your account at any time if it is found that You have been sharing the password with any unauthorized user.

13.9: In order to reduce the risk of unauthorized access, all accounts maintained with Us through the Platform are locked after five (5) consecutive incorrect login attempts. In the event of such lockout, You can email the administrator at support@klubworks.com and the account shall be unlocked upon receipt of Your email. You can also request for a password reset on our website through the 'forgot password' option on Our Platform.

14. Monitoring

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

15. Termination

15.1: In the event it is determined by Us that You have violated any of these Terms of Use, We shall have the right, at Our sole discretion, to suspend Your use of and prohibit access to any or all features/parts of the Platform forthwith. Any such suspension or termination of access to Platform may be effected by Us without providing You with prior written notice in this regard. Upon such termination of access to the Platform, these Terms of Use, as applicable to You, will be deemed to have been terminated and no refund of any payments made by You shall be required to be made by Klub.

15.2: You acknowledge and agree that, upon termination, You shall immediately destroy any copies made of any portion of the content contained on the Platform. You acknowledge and agree that Klub shall not be liable to You or any third party claiming through You, for any suspension or termination of access to Platform.

15.3: These Terms of Use shall stand terminated upon Your closing of Your account on the Platform.

15.4: The rights and obligations of the Parties under this Agreement, which either expressly or by their nature survive the termination of these Terms of Use, shall survive the termination of this Agreement.

15.5: Except as otherwise specifically provided herein, the termination of these Terms of Use for any reason whatsoever shall be without prejudice to any rights or obligations accrued to or in respect of the parties prior to the date of termination.

16. Disclaimer of Warranties and Limitation of Liability

16.1: Klub does not endorse or act on behalf of any third party. In the event You engage the services of / to interact with any third party, through the Platform, Klub will not be liable to You for any act or omission by such third party in relation thereto.

16.2: We hereby expressly disclaim all warranties and representations of any kind with respect to any and all content and features available on the Platform, including but not limited to

• warranties as to the merchantability or use for a particular purpose whether or not Klub knows or has reason to know or has been advised of any such purpose. OR

• warranties as to any results to be obtained from any use of the Klub content or information derived from the use of the Platform.

16.3: Klub shall have no liability for any losses, direct or indirect, in contract, tort, or otherwise, incurred in connection with the Klub content on the Platform, including but not limited to loss of revenue or profit or any other commercial or economic loss or for any decision made or action taken by any third party in reliance upon the Klub content.

16.4: Any content or services provided through the Platform shall not be construed as investment advice by Klub or opinion provided by Klub regarding the appropriateness or suitability of any investment, or a recommendation or an offer or solicitation by Klub or the new and growing businesses for the purchase or sale of any security or securities in general, nor otherwise an endorsement, inducement, or solicitation of any type.

16.5: The Platform, all the materials and services, included on or otherwise made available to You through this Platform is provided by Klub on an 'as is' and 'as available' basis without any representation or warranties, express or implied except otherwise specified in writing. Without prejudice to the foregoing paragraph, Klub does not warrant that:

• The Platform will be constantly available, or available at all

• The quality of any products, services, information, or other material that you obtain through the Platform will meet your expectations

17. Indemnity

17.1: You agree to indemnify and hold Klub harmless from:

• any actions, claims, demands, suits, damages, losses, penalties, interest and other charges and expenses (including legal fees and other dispute resolution costs) made by any third party due to or arising out of Your use of the Platform, any violation of the terms of these Terms of Use or any other agreement executed with Klub or another user by You

• any acts or deeds, including for any non-compliance or violation, of any applicable law, rules, regulations on Your part

• for fraud committed by You

• or Your infringement of any intellectual property or other rights of any person or entity.

• or as a result of any threatening, libellous, obscene, harassing or offensive material posted/transmitted by You on the Platform.

17.2: Your obligations under this Paragraph shall survive the termination of these Terms of Use.

18. Governing Law and Dispute Resolution

18.1: These Terms of Use shall be governed by and construed in accordance with the laws of ADGM. In case of any dispute, parties will first try to settle the dispute amicably. In case dispute cannot be resolved amicably, then it shall be referred to courts of ADGM. The language of the arbitration proceedings and of all written decisions and correspondence relating to the arbitration shall be English.

19. Severability

19.1: If any term, provision, covenant or restriction of these Terms of Use is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of these Terms of Use shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

20. No Waiver

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

21. General

21.1: These Terms of Use comprise the full and complete agreement between You and Klub with respect to the use of the Platform and supersedes and cancels all prior communications, understandings and agreements between You and Klub, whether written or oral, expressed or implied with respect thereto.

21.2: Klub shall be entitled to assign their rights and obligations hereunder to any Affiliate, third party or as part of any restructuring, business combination, merger or acquisition.

21.3: Any notice to be given in connection with these Terms of Use shall be delivered via email to Klub at support@klubworks.com or to You at the email address provided by you in Your profile. You consent to the use of electronic communications in order to the electronic delivery of notices in relation to any matter under these Terms of Use.