Resilient Innovations Private Limited (“Company”) is a private limited company engaged in
the
business of facilitating a suite of financial services to customers through its digital platform, on
software as
a service model, and providing other value-added services to such customers.
In connection
therewith,
subject to and on the terms and conditions set out herein, the Company has agreed to provide the 12% Club
Services (defined hereinafter) to any user of the 12% Club Services, the Application or the Website
(“you” or the “user”) and you, hereby, agree to avail the 12% Club
Services in
accordance with these terms of use (“Terms of Use”).
Please note that by use of
the
Application, Website and any services provided by the Company, you also agree to be bound by the additional
terms and conditions and policies referenced herein and/or available by hyperlink, including without
limitation
the Company’s Privacy Policy (available at https://twelve.club/privacy-policy.html ), other policies of the
Company. You shall also comply with the terms and conditions applicable for use of the Apple App Store /
Google
Play Store and/or any other platform where the Application is made available for download.
Please
read these Terms of Use carefully before accessing or using the Application, Website, platform and any
services
provided by the Company. By accessing or using any part of the Application, Website, platform and any
services
provided by the Company, you agree to be bound by these Terms of Use. If you do not agree to all the Terms
of
Use, then you may not access the Application, Website, platform or the use any products, application or
services
provided by the Company. These Terms of Use shall be read in conjunction with any specific terms of use or
conditions for the use of the 12% Club Services.
You can review the most current version of the
Terms
of Use at any time on this page. The Company reserves the right to update, change or replace any part of
these
Terms of Use by posting updates and/or changes to Application or Website. It is your responsibility to check
this page periodically for changes. Following the posting of any changes, your continued use of or access to
the
website, application or platform or the use of the product or services from the Company, constitutes
acceptance
of such revised Terms of Use.
DEFINITIONS
Capitalized terms,
not
defined elsewhere in these Terms of Use, shall mean as follows:
“12% Club
Services”
means the services provided by the 12% Club from time to time;
“Applicable
Laws”
means all applicable (i) statutes, enactments, acts of legislature or parliament, laws, bye-laws,
ordinances,
rules, regulations, listing agreements, notifications, guidelines or policies of any applicable
jurisdiction;
(ii) administrative interpretation, writ, injunction, directions, directives, judgment, arbitral award,
decree,
orders or consents of, or agreements with, any Governmental Authority or a recognized stock exchange; and
(iii)
international tax treaties, as may be in force from time to time;
“Governmental
Authority” means any Indian or non-Indian court of competence, arbitral tribunal, legislative,
executive or
administrative agency or commission or other governmental or regulatory agency or authority or any
securities
exchange;
“Intellectual Property Rights” means:
patents,
trademarks, trade names, service marks, service names, logos, internet domain names, corporate names, rights
in
designs, copyright (including right in computer software) and moral rights, database rights, semiconductor
topography rights, utility models, formulae, processes, trade secrets, proprietary information, rights in
knowhow and other intellectual property rights, in each case, whether registered or not and including
applications for registration, and all rights or forms of protection having equivalent or similar effect
anywhere in the world;
rights under licenses, consents, order or statutes or otherwise in relation to a
right under paragraph (a);
rights of the same or similar effect or nature as or to those under
paragraph
(a) and (b) which now or in the future may subsist;
the right to sue for past infringements or any of
the
foregoing rights.
“Partner” means any Person who has entered into an agreement
with
the Company in connection with the provision of the 12% Club Services;
and
“Person”
shall mean any natural person, limited or unlimited liability company, corporation, partnership (whether
limited
or unlimited), proprietorship, Hindu undivided family, trust, union, association, government or any agency
or
political subdivision thereof or any other entity that may be treated as a person under applicable
law.
ELIGIBILITY TO USE
You expressly acknowledge and agree
that: (i) you are a natural person; (ii) you are capable of entering and
authorized to enter into a legally binding agreement; (iii) all information you submit is accurate and
truthful;
(v) you will maintain the accuracy of such information; (vi) you are not barred or otherwise legally
prohibited
from accessing or using 12% Club Services under Applicable Laws; (vii) expressly acknowledges and agrees
that
use of the 12% Club Services is permitted only for those who are physically located in India at the time of
registration, linking to any offering forming part of the 12% Club Services.
To avail the 12%
Club
Services, you should be an Indian citizen and resident with an active Indian mobile number and bank
account.
In
order to avail of the services from the Company and/or the Partners, you will need to provide details which
includes accurate personal information. You will be required to submit certain documentation including but
not
limited to the User’s PAN card number, Aadhaar card number, phone number and other details
(“Information”). You consent to the collection and storage of the Information and
disclosure to
the Partners and other persons, as deemed necessary. By accepting these Terms of Use, you further grant the
Company an unconditional right to share your personal information with the Company’s partners, affiliates,
employees and agents for administrative purpose (including the Partners). The User represents and warrants
that
the information provided by the User to the Company is true and correct in all
respects.
NATURE OF THE SERVICES
The Company has developed and
is the owner of certain software which enables provision of the 12% Services.
The
scope of 12% Club Services, including the terms of use, is subject to amendments from time to time, which
shall
be notified to you upon any material amendments being implemented. Without prejudice to the generality of
the
foregoing, the Company shall be entitled to undertake enhancements for customer experience and transaction
security in its absolute discretion. For the avoidance of any doubt, it is clarified that enhancements may
also
be in the nature of optimisation procedures, both manual and machine learning based, for different modes of
payments in order to improve the payment performance.
You acknowledge that it shall be required
to
provide up to date, correct and accurate information, including its mobile number registered with the
relevant
bank, email address, and any other information, details as maybe required by the Company or the Partners
from
time to time.
You undertake not to access or attempt to access the 12% Club Services by any
means
other than through the interface that is provided by the Company and in the manner permitted thereby. You
specifically undertake not to access or attempt to access the 12% Club Services through any automated means
(including by use of scripts or web crawlers).
Please note that the Company is merely a
facilitator
of financial products and does not directly provide any financial services to the Users. The Company is not
an
organization registered with the Reserve Bank of India and does not hold any license to engage in any
activities
relating to lending or borrowing and is not a financial institution regulated under the Banking Regulation
Act,
1949, the Reserve Bank of India Act, 1934 or any other laws for the time being in force in India. The
Company is
also not a deposit taking company or a chit fund or a company offering any investment schemes as per the
rules
and regulations for the time being in force in India.
FEES AND
CHARGES
In connection with the use of the 12% Club Services, the Company shall
specify the fees and charges payable to
the Company for the provision of the relevant 12% Club Services. The charges and fees is exclusive of any
applicable taxes, all of which shall be the liability of and charged to you.
Without prejudice to
the
above, the Partners may charge separate fees and charges in connection with the services or facilities
provided
to you by the Partners, as specified to you.
REPRESENTATIONS, WARRANTIES AND
COVENANTS
You hereby represent, warrant and covenant with the Company that:
all
information provided by you to
the Company and/or the Partners is and shall be maintained as true, correct and accurate in all
respects;
you are not barred or otherwise prohibited from accessing or using 12%
Club Services or the services /
products provided by the Partners in any manner;
you shall not impersonate any person or entity,
falsely claim or otherwise misrepresent an affiliation with any person or entity, or access the accounts of
others without permission, forge another person’s digital signatures or perform any other fraudulent
activity;
you shall promptly provide all information and assistance as may be required by the
Company
or the Partners from time to time in dealing with requests or queries of any Governmental
Authority.
You
agree to provide KYC and similar relevant details & documents to Company and the Partners, in electronic
and
physical form, as may be required by Company. Also, you hereby authorise the Company to use your KYC and
details
for all such services that the Company may offer, by itself or through third parties, from time to
time.
You
authorise the Company to read and access messages on the device utilising the 12% Club Services for
retrieval
and use for the enhancement of 12% Club Services.
You shall not share the username and password
with
other Persons and acknowledge that such sharing shall cause irreparable harm to you and the Company and that
you
shall be liable to indemnify the Company and the Partners for any loss or damage suffered as a result of any
unauthorised use.
It is agreed that the Company and the Partners shall be entitled to rely upon
all
electronic communications, orders or messages sent to Company and the Partners. The Company and the Partners
shall not be obligated to verify or make further inquiry into the identity of the sender, or integrity of
any
communications. The Company and the Partners shall not be responsible for any losses sustained through the
use
of stolen or hacked devices or fraudulent electronic transactions.
Without limiting the
foregoing,
you agrees that you shall not use the 12% Club Services or the products/services of the Partners to
undertake
any of the following actions or to display, upload, modify, publish, distribute, disseminate, transmit,
update
or share any information that:
is grossly harmful, harassing, blasphemous defamatory, obscene,
pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically
objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in
any
manner whatsoever;
infringes any patent, trademark, copyright or other proprietary
rights;
contains
viruses, corrupted files, or any other similar software or programs that is designed to interrupt, destroy
or
that may limit the functionality of any computer source or that may damage or adversely affect the operation
of
another person's computer, its web-sites, any software or hardware, or telecommunications
equipment;
advertises
or offers to sell any goods or services for any commercial purpose;
is in the nature of
promotional
services, products, surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional
materials,
or chain letters;
falsifies or deletes any author attributions, legal or other proper notices or
proprietary designations or labels of the origin or the source of software or other
material;
violates
any law for the time being in force;
belongs to another Person to which you do not have any right
to;
interferes with or disrupts the 12% Club Services or the services/products of the Partners or
their websites, servers, or networks;
impersonate any other person;
harms minors in
any
way;
forges headers or manipulates identifiers or other data in order to disguise the origin of
any
content transmitted through its websites or to manipulate the your presence on its
websites;
engages
in any illegal activities;
defames the Company or the Partners, and their employees, officers,
directors, agents, partners and service providers, including without limitation, by posting any defamatory
content on any social media; and
threatens the unity, integrity, defence, security or sovereignty
of
India, friendly relations with foreign states, or public order, or causes incitement to the commission of
any
cognizable offence, or prevents the investigation of any offence or insults any other nation.
You
shall not attempt to or engage in any activity that may:
reverse engineer, decompile or otherwise
extract the source code related to the 12% Club Services or the services/products of the Partners or their
websites, servers, or networks or any part thereof,;
use any robot, spider, retrieval platform or
other similar devices;
collect information about other users for any illegal or unlawful
purpose;
create
any user accounts by automated means or under false or fraudulent pretenses;
transmit any
viruses,
worms, defects, trojan horses, or any items of a destructive nature;
use the 12% Club Services
or
the services/products of the Partners or their websites, servers, or networks in any manner that could
damage,
disable, overburden, or impair, or undertake any action which is harmful or potentially harmful to, any of
the
servers, networks, computer systems or resources connected to any of the servers connected, directly or
indirectly to the 12% Club Services or the services/products of the Partners or their websites, servers, or
networks, or interfere with any other third party Person's use and enjoyment of the 12% Club Services
or
the services/products of the Partners or their websites, servers, or networks; and
carry out any
denial of service (DoS, DDoS) or any other harmful attacks on the 12% Club Services or the services/products
of
the Partners or their websites, servers, or networks or; disrupt or place unreasonable burdens or excessive
loads on, or interfere with or attempt to make, or attempt any unauthorized access to the 12% Club Services
or
the services/products of the Partners or their websites, servers, or
networks.
SUSPENSION
The Company reserves the right to
suspend/discontinue the 12% Club Services or the services/products of the
Partners to you and/or to sever its relationship with you, at any time, for any cause, including, but not
limited, to the following:
For any suspected violation of the rules, regulations, orders,
directions,
notifications, laws, statutes, from time to time or for any violation of the terms and conditions mentioned
in
these Terms of Use.
For any suspected discrepancy in the particular(s), documentation or
information
provided by you;
To combat potential fraud, sabotage, willful destruction, threat to national
security, for any other force majeure reasons etc.;
If the same is due to technical failure,
modification, upgradation, variation, relocation, repair, and/or maintenance due to any emergency or for any
technical reasons;If the same is due to any transmission deficiencies caused by topographical and
geographical
constraints/limitations;
If you do not have the control over your login details and password or
your
account is compromised in any other manner;
If you indulges in any abusive or aggressive or
threatening behavior or any act or any intimidation or harassment of any kind (be it verbal or physical or
written) against any employee / representative / agent of the Company or the Partners or any other user;
and
If
the Company believes, in its reasonable opinion, that cessation/ suspension is
necessary.
WARRANTIES
No warranty of any kind, implied,
express or statutory, including but not limited to the warranties of
non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a
particular
purpose, is given in conjunction with 12% Club Services or the services / products of the Partners or any
data/content. While the Company may apply such technology as it deems fit to ensure the security of and
prevent
unauthorised access to its products/services, the Company does not warrant that products/services or any
content/data will be provided uninterrupted or free from errors or that any identified defect will be
immediately corrected. Further, no warranty is given that products/services or any data/content are free
from
any computer virus or other malicious, destructive or corrupting code, agent, program or macros. The Company
provides any services and features on an “as is”, “where is”, “with all faults” basis.
You
acknowledges that he/she has not solely relied on any representation/warranty made by the Company, Partners,
service providers, subcontractors or agents and has made independent assessment. It is your responsibility
to
evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other
information.
ALL OTHER WARRANTIES, WHETHER LEGAL, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY EXPRESS OR IMPLIED
WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR USAGE OR FOR THE INTENDED USE THEREOF ARE
EXPRESSLY
EXCLUDED.
EXCLUSIONS OF LIABILITY
Notwithstanding anything to the
contrary the Company, its successors, agents, assigns, and each of their
directors, officers, employees, associates, agents, and representatives shall in no event be liable to you
or
any other Person for:
any indirect, incidental, special, consequential, punitive or economic
loss,
expense or damage arising from or in connection with any access, use or the inability to access or use
products
and services of the Company and the Partners or any other products/services and data/content or reliance on
those, howsoever caused and regardless of the form of action (including tort or strict
liability);
any
downtime costs, loss of revenue or business opportunities, loss of profit, loss of anticipated savings or
business, loss of data, loss of goodwill or loss of value of any equipment including software;
and/or
any
loss or damage arising as a result of a disclosure/sharing or hacking of the your login details and
password,
and any improper usage, failure or malfunction of any computer or mobile phone, unavailability of an
electricity
connection, other telecommunications equipment, any other services or equipment necessary to access products
and
services of the Company and the Partners.
The Company shall not be liable for any inconvenience,
loss, cost, damage or injury suffered by you or any third Person arising from or caused by:
act
or
omission of any third party including but not limited to any equipment or software providers, any service
providers, any network providers (including but not limited to telecommunications providers, internet
browser
providers and internet access providers), or any agent or subcontractor of any of the
foregoing;
the
use of products and services of the Company or the Partners;
theft or loss of your computer,
mobile
phone, data, login details and password, hardware and/or equipment;
you are deprived of the use
of
the products and services of the Company or the Partners as a consequence of any act or omission by Company
for
any reason including but not limited to compliance with any applicable laws and/or regulations and any
instructions and/or directions given by any local or foreign regulatory body, government agency, statutory
board, ministry, departments or other government bodies and/or its
officials.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT, SHALL THE COMPANY OR
ANY OF ITS DIRECTORS, EMPLOYEES,
AGENTS AND/OR PERSONNEL, BE LIABLE TO THE USER OR ANY PERSON FOR ANY DAMAGES, LIABILITIES, LOSSES, AND
CAUSES
OF ACTION ARISING OUT OF OR RELATING TO: (I) THESE TERMS OF USE, THE PRODUCTS AND SERVICES, OR ANY
REFERENCE
SITE, APP, PRODUCTS OR SERVICES; OR (II) THE USER’S USE OR INABILITY TO USE THE PRODUCTS AND SERVICES OR
ANY
REFERENCE SITE; OR (III) ANY OTHER INTERACTIONS WITH THE COMPANY OR THE PARTNERS ; HOWEVER CAUSED AND
WHETHER
ARISING IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY OR OTHERWISE, BEYOND OR IN EXCESS INR 1,000, OR
ANY
LOWER AMOUNT AS MAY BE PERMITTED UNDER APPLICABLE LAWS, WHICHEVER IS LESS.
The
Company shall make all best efforts to provide uninterrupted services subject to down time and regular
maintenance Notwithstanding anything in these Terms of Use, you acknowledge that the access to the services,
Website or Application may not be uninterrupted or error free or free from any virus or other malicious,
destructive or corrupting code, program or macro.
The Company is not responsible for any
information
or content uploaded by you. The Company is not responsible for any direct or indirect damages or losses
caused
to you, including without limitation, lost profits, business interruption or other loss resulting from use
of or
reliance in any way on anything available on the services provided by the Company. It is solely your
responsibility to evaluate the accuracy, reliability, completeness and usefulness of information and content
available on the Website and Application.
THIRD PARTY
SERVICES
The Company may provide you with access to third-party tools and services
and certain content, products and
services available by the Company and the Partners may include materials from third-parties which the
Company
neither monitor nor have any control over.
You acknowledges and agrees that the Company provides
access to such links, website, tools and services “as is” and “as available” without any warranties,
representations or conditions of any kind and without any endorsement and the Company does not warrant and
will
not have any liability or responsibility for any third-party materials or websites, or for any materials,
products, or services of third-parties, including the Partners. The Company shall have no liability
whatsoever
arising from or relating to the your use of optional third-party tools and services. You are requested to
review
the third-party’s policies and practices carefully and make sure that you understands them. Complaints,
concerns, or questions regarding third-party products should be directed to the
third-party.
INTELLECTUAL PROPERTY
All Intellectual Property
Rights in the 12% Club Services belong to the Company. Nothing in these Terms of Use
shall operate to transfer any Intellectual Property Rights beyond the specific licenses, as may be
specifically
agreed in writing. The Company retains ownership of all right, title to, and interest in any and all
Intellectual Property Rights developed, owned, licensed or created by the Company.
No part or
parts
of the 12% Club Services may be reproduced, distributed, republished, displayed, broadcast, hyperlinked,
transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any manner
or
by any means or stored in an information retrieval system without the Company’s prior written
permission.
You
shall not claim any rights or interest in the Intellectual Property Rights of the Company, or in connection
with
any other services, features or product offered by the Company to you, including without limitation, the 12%
Club Services. In no event shall you alter, tamper, vary, modify, change, disassemble, decompile, or reverse
engineer any Intellectual Property Rights of the Company (including without limitation any Intellectual
Property
Rights licensed to the Company by any other Person) (collectively, “IP Property”), or
permit
others to do so. Altering, tampering, varying, modifying, changing, disassembling, decompiling and reverse
engineering include, without limitation:
converting the IP Property from a machine-readable form
into
a human-readable form;
disassembling or decompiling the IP Property by using any means or methods
to
translate machine-dependent or machine-independent object code into the original human-readable source code
or
any approximation thereof;
examining the machine-readable object code that controls the IP
Property’s
operation and creating the original source code or any approximation thereof by, for example, studying the
IP
Property’s behaviour in response to a variety of inputs;
performing any other activity related to
the
IP Property that could be construed to be reverse engineering, disassembling, or decompiling;
or
making
any alteration or change to the IP Property without the express prior written consent of the
Company.
INDEMNIFICATION
You agree to indemnify, defend and
hold harmless the Company, the Partners and their respective parent,
subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers,
subcontractors, suppliers, interns and employees (“Indemnified Parties”), from all claims,
demands, losses, costs, fees suffered or incurred by the Indemnified Parties due to or arising out of the
yout
breach of these Terms of Use or the documents they incorporate by reference, or the your violation of any
Applicable Law or the rights of a
third-party.
SEVERABILITY
In
the event that any provision of these Terms of Use is determined to be unlawful, void or unenforceable, such
provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the
unenforceable portion shall be deemed to be severed from these Terms of Use, such determination shall not
affect
the validity and enforceability of any other remaining provisions.
WAIVER
If the Company does not exercise a right under these Terms of Use, shall not
constitute a waiver of such right.
Waiver of any right, remedy or breach of any subject matter contained in these Terms of Use shall not be
viewed
as a waiver by the Company, unless specifically agreed by Company in
writing.
FORCE MAJEURE
For purposes of these Terms of Use,
“Force Majeure Event” means any event or circumstance,
regardless of whether it was foreseeable (including without limitation an act of war, hostility, or
sabotage;
act of God; electrical, internet or telecommunication outage that is not caused by the obligated party;
government restrictions (including the denial or cancellation of any export or other license); criminal,
revolutionary, or terrorist activity), that: (a) was not caused by a party and, (b) prevents the Company or
the
Partners from complying with any of its obligations pursuant to these Terms of Use. If a Force Majeure Event
occurs, the Company will be excused from performing those obligations rendered un-performable by the Force
Majeure Event. During a Force Majeure Event, the Company shall use reasonable efforts to limit damages and
to
resume its performance pursuant to these Terms of
Use.
ASSIGNMENT
You shall not assign or transfer the rights
and obligations under these Terms of Use. The Company may assign or
transfer the rights and obligations contained in there Terms of Use to any
Person.
GOVERNING LAW AND JURISDICTION
These Terms of Use
will be governed by the laws of the India without any application of
conflict of laws principles. In case of any differences, disputes or disagreements between
you
and the Company (“Dispute”), you and the Company shall attempt to amicable resolve such
dispute
within 30 days from the date on which such Dispute arose.
In case you and the Company are unable
to
amicably resolve the Dispute within 30 days from the date on which such Dispute arose, the Dispute may, at
your
option or the option of the Company, be referred to arbitration by a sole arbitrator appointed
jointly.
The
seat of arbitration shall be New Delhi and the language of arbitration shall be
English.
CONFIDENTIALITY
In case you come into possession of
any confidential information of Company or the Partners, you shall
safeguard the same and shall not disclose such confidential information without the prior written consent of
the
Company.
CONTACT INFORMATION
Questions about these Terms of
Use
should be sent to Company to 90/20 Malviya Nagar, New Delhi-110017.
Any notices to the Company
must
be sent to the details given below:
Name: Mallika Janardhan
Address: - 7th and 12th Floor, Building No. 8 Block-C, Cyber City DLF City Phase 2 Road, DLF City
Phase 2, Gurugram, Gurugram, Haryana, 122008
Email: support@twelve.club
[9:30 AM to 6:30 PM,
Monday to Friday except
Public Holidays]
Notice shall be sent to the contact address set forth here (as such may be
changed
by notice given to the other party), and shall be deemed delivered as of the date of actual receipt.
Any notice or demand to be given in relation to the Terms of Use shall be in writing and shall
be
deemed to have been duly given if sent by email to you at your email address, by message if sent to your
registered mobile number, or by a courier service or registered A. D. or personally delivered to the address
given to you. Any notice or demand so given or made shall be deemed to be given or made on the day it was so
left or; as the case may be, two days following date on which it was so posted or transmitted, or in case of
message, at the time of transmission to the registered mobile number, and shall be effectual notwithstanding
that the same may be returned undelivered and notwithstanding change of your details.
You
acknowledge
that you may receive communication over voice calls and messages regarding the 12% Club Services, and
products,
and such other promotional communications. You unconditionally consent that such communications are upon
your
request and authorization, not 'unsolicited commercial communications' as per the guidelines of
Telecom Regulation Authority of India (TRAI) and are in compliance with the relevant guidelines of TRAI or
such
other Governmental Authority.
CUMULATIVE RIGHTS
The rights
and
remedies of the Company provided in this Terms of Use are not exclusive, but are cumulative upon all other
rights and remedies to the full extent allowed by law
ENTIRE
UNDERSTANDING
These Terms of Use constitute the entire agreement between Company
and you pertaining to the subject matter
hereof and supersedes in their entirety all written or oral agreements. Provided that, these Terms of Use
shall
be read in conjunction with any specific terms of use or conditions for the use of the 12% Club Services and
any
requirements specified by Partners. Any breach of such other conditions or terms shall be deemed to be a
breach
of these Terms of Use.