MOST IMPORTANT TERMS AND CONDITIONS

The short version, in plain English. This is a summary written for speed, not a replacement for the real thing. If anything here disagrees with the full Terms that follow, the full Terms win. Each point tells you where to read further. If you are a builder applying to be listed, the Builder Terms and Conditions apply to you instead.

1. WE MAKE THE INTRODUCTION. YOU MAKE THE DEAL.

Reborn Goods helps brands find builders, and helps builders get found. That is where our part ends. Whatever you sign afterwards is a contract between you and the other party. We are not in it, we do not sign it, and we do not hold the money.

Full detail: Clause 7 (Nature of the Platform and Our Role).

2. THE RG VETTED BADGE IS AN OPINION, NOT A GUARANTEE.

The badge means we have seen the work, we know roughly how they operate, and we rate them. It is not a certificate, an audit, a credit check, or an insurance policy. It is a strong recommendation from people with taste, which is a different thing from a warranty.

Full detail: Clause 8 (Curation, Vetting, and the RG Vetted Badge).

3. WE DO NOT RUN BACKGROUND CHECKS.

We do not verify registrations, licences, insurance, finances, tax position, or whether every image in that portfolio is genuinely their own work. Please do your own due diligence, including the tedious parts, before you commit to anything.

Full detail: Clauses 7.4 and 7.5.

4. IF A BUILDER LETS YOU DOWN, THAT IS NOT OUR BILL TO PAY.

Missed deadlines, disappointing work, unpaid invoices, radio silence: those sit between you and them. This is true whether or not the builder carries the badge, and whether or not we made the introduction.

Full detail: Clause 11 (Dealings with Builders).

5. WHAT YOU SUBMIT MAY BE PUBLISHED.

Listings go on a public website. Search engines index them and web archives copy them. We can take a listing down from our site, but we cannot reach into someone else's archive and remove it. Submit only what you would be comfortable seeing on a billboard.

Full detail: Clause 9 (Brand Submissions and User Content).

6. WE CURATE, WHICH MEANS WE CAN SAY NO.

We may decline, edit, shorten, suspend, or remove any listing, brief, or badge at any time, at our discretion, without giving reasons. That editorial judgement is the product. A curated list that accepted everyone would just be a phone book.

Full detail: Clauses 8.5 and 9.4.

7. OUR LIABILITY IS CAPPED, AND THE CAP IS MODEST.

If we get something wrong, what you can recover from us is limited to the greater of the fees you actually paid us in the previous three months or INR 10,000. Money passing between you and a builder does not count towards that cap. Nothing here limits liability that the law will not let us limit.

Full detail: Clause 21 (Limitation of Liability).

8. WE ARE PAID UPFRONT, AND YOU CAN WALK AWAY UNTIL YOU PAY.

Where you engage us to run a search, the fee is payable in advance and work starts when it arrives. Until then you can cancel at no charge. After that the fee covers the search and is non-refundable, including if you decide not to hire anyone we introduce. Any dispute with us goes to a single arbitrator in New Delhi rather than to court.

Full detail: Clause 12, Clause 24, and the Cancellations and Refunds Policy.

Still with us? Good. The full Terms begin overleaf, and they govern.

Table of Contents

1. Introduction

Welcome to Reborn Goods, a platform operated by Non Zero Design LLP, a limited liability partnership incorporated in India. These Terms and Conditions regulate the use and access of the website at https://www.reborngoods.co/, software(s), APIs, and mobile websites and applications related, linked, or otherwise connected thereto (collectively, the "Platform").

These Terms and Conditions, the Privacy Policy, the Cookie Policy, the Cancellations and Refunds Policy, and other additional terms we make available from time to time set out the legal obligations and terms and conditions governing your interaction with and use of the Platform (collectively, the "Terms"). This document contains a mandatory arbitration provision at Clause 24 that regulates the resolution of any dispute that may arise between you and us as a result of using our Platform.

By clicking "Accept" or a similar affirmative control where one is presented, by submitting any form on the Platform, or by otherwise accessing or using the Platform, you acknowledge and agree that you will adhere to these Terms and all other operating rules, policies, and procedures that may be issued periodically on the Platform by us, each of which is incorporated by reference. If you do not agree to any of these Terms, including the compulsory arbitration provision, you must stop using the Platform.

By accepting these Terms, you agree that the Terms constitute a binding contract, effective as of the date of your first acceptance, between Non Zero Design LLP (hereinafter referred to as "Non Zero", "Reborn Goods", "we", "us", or "our") and you, the user (hereinafter referred to as "you" or "your") (each a "Party" to the contract and collectively, the "Parties").

1.1 Who these Terms apply to. These Terms govern your access to and use of the Platform as a visitor or as a Brand, including browsing Listings, submitting a Brief, and submitting your own brand for consideration. If you are a Builder applying to be listed on the Platform, or already listed on it, your application, your Listing, and your conduct as a Builder are governed by our separate Builder Terms and Conditions, which are in addition to these Terms and which prevail over these Terms in respect of those matters.

1.2 Order of precedence. In the event of any conflict or inconsistency between the documents comprising the Terms, the following order of precedence shall apply, in descending order: (a) any Client Agreement executed between you and Non Zero, in respect of the Services covered by it; (b) the Builder Terms and Conditions, in respect of a Builder's application, Listing, and conduct as a Builder; (c) the Cancellations and Refunds Policy; (d) these Terms and Conditions; and (e) any other additional terms made available on the Platform. The Privacy Policy and the Cookie Policy shall prevail in respect of matters relating to the processing of personal data and the use of cookies respectively.

2. Definitions

In these Terms, unless the context otherwise requires, the following expressions have the following meanings:

• "Brand" means a person or entity that uses the Platform to discover, shortlist, or seek an Introduction to one or more Builders, including by submitting a Brief.

• "Brief" means any requirement, request, specification, or enquiry submitted by a Brand through the Platform.

• "Builder" means a person or entity listed or seeking to be listed on the Platform as a provider of goods or services to consumer brands, including but not limited to branding studios, manufacturers, marketing agencies, packaging printers, photographers, and public relations teams. Builders are independent third parties and are separately bound by the Builder Terms and Conditions.

• "Builder Terms and Conditions" means the separate terms governing a Builder's application to be listed on the Platform, the Builder's Listing, and the Builder's conduct, as made available by us from time to time.

• "Client Agreement" means a separate written agreement executed between you and Non Zero setting out the scope, deliverables, fees, payment terms, and timelines applicable to any Services.

• "Introduction" means any act by which we bring a Brand and a Builder into contact with one another, including by sharing contact details, making a referral, forwarding a Brief, or recommending or shortlisting a Builder.

• "Listing" means any profile, entry, description, image, link, or other material relating to a Brand or a Builder that is published on the Platform. Listings relating to Builders consist of material supplied by those Builders.

• "Platform Content" means the Intellectual Property of Non Zero on the Platform in the form of content, graphics, videos, audios, text and any other digital content, excluding User Content.

• "RG Vetted Badge" means the editorial marker applied by us to certain Listings, the meaning and limits of which are set out in Clause 8.

• "Services" means the discovery, curation, shortlisting, recommendation, Introduction, and related advisory services offered by us through the Platform.

• "User Content" means any material submitted by you to the Platform, including through the "Submit a Brand" form and in any Brief.

3. Eligibility

3.1 To use our Platform, you must:

3.1.1 Be at least of the age of majority and not disqualified from entering into contracts under any law;

3.1.2 agree to our Terms; and

3.1.3 provide true, complete, and up to date legal and contact information.

3.1.4 You represent and warrant that you have the authority to accept these Terms on behalf of the company, firm, or other entity you may be affiliated with, and that you are authorised to submit any User Content relating to that entity.

3.1.5 By using the Platform, you represent and warrant that you will use the Platform only for lawful purposes, and that you will not commercially exploit the Platform or the Platform Content otherwise than as expressly permitted by these Terms or by a Client Agreement executed between you and Non Zero. For the avoidance of doubt, accessing the Platform in order to discover Builders, to submit a Brief, or to procure the Services in the course of your business or profession is permitted, and nothing in this Clause restricts the performance of any Client Agreement.

3.1.6 By using the Platform, you represent and warrant that you meet all the requirements listed above and that you will not use the Platform in a way that violates any laws or regulations. Non Zero may refuse service, decline or remove any submission, and change eligibility requirements at any time.

3.1.7 By accepting these Terms, you represent and warrant that you are qualified concerning the conditions stated herein, therefore, are permitted to use the Platform. If you do not meet any of the conditions stated herein, you shall not access or use the Platform and must cease to be a user.

4. Personal Data

4.1 To provide you with the Platform as mentioned in these Terms it is required that we collect your basic information, which may include your name, brand name or studio name, email address, website, portfolio or social media links, a description of what you do, and the content of any message you submit through our forms ("Personal Data").

4.2 The manner in which we collect, use, store, publish, disclose, and erase Personal Data, the legal bases on which we do so, and the rights available to you in respect of that Personal Data, are set out in our Privacy Policy, which is incorporated into these Terms by reference.

4.3 You acknowledge that information you submit through the "Submit a Brand" form for the purpose of being featured is intended for publication on the Platform and will be visible to the public, and that information you submit in a Brief may be shared with one or more Builders for the purpose of an Introduction.

4.4 We do not collect payments or process any payment card information through the Platform.

5. Consent

5.1 By submitting any form on the Platform, you confirm that you have read and understood our Terms, and you give your explicit, voluntary, informed, and unambiguous consent to Non Zero Design LLP to process the Personal Data you have provided for the purposes outlined in the Privacy Policy, including publication of any feature relating to your brand and the making of Introductions.

5.2 You may withdraw your consent at any time by contacting us at hello@reborngoods.co, without affecting the lawfulness of processing carried out on the basis of that consent before its withdrawal. Where you withdraw consent, we may be unable to maintain any feature relating to your brand, to respond to your Brief, or to make or continue any Introduction.

5.3 Withdrawal of consent does not, of itself, terminate or affect any contract you have entered into with a Builder, to which we are not a party.

6. Term

6.1 These Terms take effect on the date of your first acceptance, and continue in force for so long as you access or use the Platform, or for so long as any feature relating to your brand remains published, until terminated in accordance with Clause 17.

6.2 The term of any Services shall be as set out in the applicable Client Agreement, and the expiry or termination of these Terms shall not, of itself, terminate any Client Agreement then in force.

6.3 Those provisions of these Terms which by their nature are intended to survive shall survive the expiry or termination of these Terms, as set out in Clause 17.

7. Nature of the Platform and Our Role

7.1 Reborn Goods is a design-led discovery and curation platform. Its function is to enable Brands to discover Builders, to enable Builders to be discovered by Brands, and to facilitate Introductions between them. We are a facilitator and a source of editorial opinion only.

7.2 We are not a party to any contract. Any engagement, arrangement, contract, or transaction entered into between a Brand and a Builder, whether or not arising from an Introduction, a Listing, a recommendation, a shortlist, or the RG Vetted Badge, is a matter solely between those persons. Non Zero is not a party to any such contract, is not a contracting agent, broker, guarantor, surety, escrow agent, or intermediary in respect of it, and assumes no obligation, liability, or responsibility under or in connection with it.

7.3 No professional advice. The Services are advisory and editorial in nature and do not constitute legal, financial, accounting, taxation, investment, insurance, engineering, architectural, or any other regulated or professional advice. Nothing on the Platform, and nothing said or provided by us, should be relied upon as such advice or as a substitute for independent professional advice.

7.4 No due diligence. We do not conduct, and do not hold ourselves out as conducting, legal, financial, credit, technical, statutory, background, or regulatory due diligence in respect of any Brand or Builder. Without limitation, we do not verify: corporate existence, constitution, or good standing; registrations, licences, permits, or professional qualifications; solvency, creditworthiness, or financial standing; insurance cover; tax compliance; capacity, capability, or availability; ownership of, or entitlement to use, any intellectual property; the accuracy of any portfolio, credential, testimonial, or claim; or the existence or outcome of any litigation, investigation, or regulatory proceeding.

7.5 Your own due diligence. You are solely responsible for conducting your own enquiries, verification, and due diligence before entering into any engagement with any Brand or Builder, and for satisfying yourself as to their suitability, capability, credentials, terms, and pricing. You must not rely on the Platform, on any Listing, on any Introduction, on any recommendation, or on the RG Vetted Badge as a substitute for that due diligence.

7.6 No employment or agency. Builders are independent third parties. They are not our employees, agents, partners, franchisees, or representatives, and we do not direct, supervise, or control their work, methods, pricing, timelines, or conduct. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between us and any user.

7.7 No guarantee of outcome. We do not warrant or guarantee that any Brief will receive a response, that any Introduction will be made, that any Builder will accept, quote for, or complete any engagement, that any Listing will generate enquiries or work, or that any engagement will be performed to any standard, within any timeline, or at any price.

7.8 This Clause 7 is fundamental to the basis on which the Platform is made available to you, and shall be read together with Clause 8, Clause 11, Clause 19, and Clause 21.

8. Curation, Vetting, and the RG Vetted Badge

8.1 The Platform is curated. Inclusion of a Builder on the Platform reflects our subjective editorial judgement that the Builder is, in our opinion, of interest to Brands. It is not a certification, accreditation, approval, endorsement, or warranty of any kind.

8.2 Certain Listings may carry the RG Vetted Badge. The RG Vetted Badge indicates only that, at the time it was applied, we held a subjective and non-binding editorial opinion, formed on the basis of prior familiarity with the Builder's work or working process, that the Builder met an internal editorial standard set by us.

8.3 What the RG Vetted Badge is not. The RG Vetted Badge is not, and must not be treated as: (a) a representation or warranty as to the quality, suitability, capability, capacity, availability, solvency, honesty, or conduct of the Builder; (b) a confirmation that any legal, financial, technical, background, or regulatory due diligence has been carried out; (c) a confirmation of any qualification, registration, licence, permit, insurance, or credential; (d) a guarantee of performance, delivery, timeline, price, or outcome; (e) a recommendation to enter into any contract; or (f) an assumption by us of any liability, guarantee, or surety in respect of the Builder or of any engagement with the Builder.

8.4 Any statement on the Platform to the effect that we "stand behind" a Builder, or any similar expression, is a statement of editorial opinion only and does not create any legal obligation, guarantee, warranty, indemnity, or assumption of liability on our part.

8.5 We may apply, decline to apply, suspend, or withdraw the RG Vetted Badge, and may add, amend, decline, suspend, or remove any Listing, at any time and at our sole discretion, without notice and without assigning any reason.

8.6 Builders are separately bound by the Builder Terms and Conditions in respect of their use of the RG Vetted Badge, including obligations not to misrepresent its meaning or scope and to cease using it on withdrawal. Those obligations are owed to us and not to you, and nothing in them gives you any right or remedy against us in respect of a Builder's use of the badge.

9. Brand Submissions and User Content

9.1 You may submit User Content through the "Submit a Brand" form, in a Brief, or by any other means we make available. Submission does not oblige us to feature your brand, to publish anything, to make any Introduction, or to respond. Applications by Builders to be listed are made separately and are governed by the Builder Terms and Conditions.

9.2 You represent and warrant that all User Content you submit is true, accurate, complete, and not misleading, that it is your own or that you have all rights and permissions necessary to submit and to permit publication of it, and that its publication will not infringe the intellectual property, privacy, confidentiality, publicity, or other rights of any person, or breach any law, contract, or obligation of confidence by which you are bound.

9.3 You grant Non Zero a worldwide, royalty-free, non-exclusive, sublicensable, transferable licence to host, store, reproduce, adapt for formatting purposes, publish, display, and communicate the User Content on and in connection with the Platform, and to use it in the promotion and marketing of the Platform, for so long as any feature relating to your brand remains published and for a reasonable period thereafter for archival and record-keeping purposes.

9.4 We may edit, shorten, reformat, categorise, decline, suspend, or remove any User Content, or any feature relating to your brand, at our sole discretion, without notice and without assigning any reason. We are under no obligation to monitor, review, or verify User Content, and we do not endorse it.

9.5 You are solely responsible for your User Content. We do not warrant the accuracy, completeness, currency, or reliability of any material appearing on the Platform, including any portfolio, credential, claim, testimonial, or link submitted by a Builder. Builders warrant the accuracy of their own material to us under the Builder Terms and Conditions, but those warranties are given to us and not to you, and you may not rely on them.

9.6 You may request removal of any feature relating to your brand at any time by writing to hello@reborngoods.co. We will use reasonable efforts to effect removal within a reasonable period, subject to technical constraints, caching, search engine indexing, and third-party archiving over which we have no control.

10. Briefs and Introductions

10.1 A Brand may submit a Brief through the Platform. We may, at our sole discretion, shortlist Builders, forward the Brief, share contact details, or otherwise make an Introduction. We are under no obligation to do so, and may decline any Brief without assigning any reason.

10.2 Any shortlist, recommendation, or Introduction reflects our subjective editorial opinion, formed on the information available to us, and is not advice, a warranty, or a representation that the Builder is suitable for your requirement.

10.3 Where an Introduction is made, you consent to the sharing of the relevant contact details and Brief information with the other party for that purpose. Once an Introduction is made, communications and dealings between the parties are direct and outside our control.

10.4 We do not participate in, supervise, or monitor any negotiation, engagement, or performance following an Introduction, and we do not receive, hold, or handle any funds passing between a Brand and a Builder.

11. Dealings with Builders

11.1 Any contract between you and a Builder is formed directly between you, on terms agreed between you. You are solely responsible for negotiating, documenting, and enforcing your own terms, including as to scope, deliverables, fees, payment, timelines, warranties, intellectual property ownership, confidentiality, data protection, insurance, and termination. We strongly recommend that you put a written contract in place before any work begins.

11.2 To the maximum extent permitted by applicable law, we shall have no liability whatsoever in respect of, and you release us from all claims arising out of or in connection with: (a) the acts, omissions, delays, defaults, negligence, misrepresentation, fraud, insolvency, or misconduct of any Brand or Builder; (b) the quality, timeliness, safety, legality, or fitness for purpose of any goods, services, or deliverables supplied by a Builder; (c) any failure to pay, or delay in paying, any sum due between users; (d) any dispute, claim, or proceeding between users; (e) any loss or misuse of confidential information, personal data, or intellectual property as between users; or (f) any injury, loss, or damage arising from any engagement between users.

11.3 This applies equally where the Builder carries the RG Vetted Badge, where the Builder was shortlisted or recommended by us, and where the engagement arose from an Introduction.

11.4 Any dispute between users shall be resolved directly between them. We are under no obligation to mediate, arbitrate, investigate, or intervene in any such dispute, and any assistance we may voluntarily provide shall not constitute an assumption of liability.

11.5 You agree to notify us promptly at hello@reborngoods.co if you become aware of any material inaccuracy in a Listing, any misuse of the RG Vetted Badge, or any conduct by a Builder that breaches these Terms or, so far as you are aware, the Builder Terms and Conditions.

12. Services and Fees

12.1 Browsing Listings and submitting your brand for consideration are made available free of charge. Where you engage us to search for, shortlist, recommend, or introduce Builders in response to a Brief, or to provide any other Services, fees are payable as set out in the applicable Client Agreement.

12.2 Where we agree to provide any Services for a fee, those Services shall be provided solely as per, and on the terms of, a Client Agreement, which shall set out the scope of the Services, the deliverables, the fees and payment terms, the timelines and all other commercial terms applicable to them. No fee-bearing Services shall be provided in the absence of an executed Client Agreement.

12.3 Non Zero shall be under no obligation to accept any enquiry, request or proposal, or to provide any Services, unless and until a Client Agreement is executed. We may decline any enquiry, request or proposal at our sole discretion, without assigning any reason.

12.4 In the event of any conflict or inconsistency between the Client Agreement and these Terms, the Client Agreement shall prevail to the extent of such conflict, in respect of the Services covered by it. These Terms shall continue to govern your access to and use of the Platform and shall apply to all matters not expressly regulated by the Client Agreement.

12.5 The Cancellations and Refunds Policy shall apply to the Services and to all fees payable in respect of them, subject always to Clause 12.4. For the avoidance of doubt, the Cancellations and Refunds Policy applies only to fees payable to Non Zero, and does not apply to any sum payable between a Brand and a Builder.

12.6 All fees are exclusive of goods and services tax and other applicable taxes, which shall be payable in addition at the prevailing rate.

12.7 All fees are payable in full and in advance. No Services shall commence, and no search, shortlist, recommendation, or introduction shall be undertaken, until the fee has been received by us in cleared funds. You may cancel at any time before payment, at no charge and without giving a reason. Once payment has been made, cancellation requires mutual written agreement and the Cancellations and Refunds Policy applies.

13. User Representations

13.1 You represent and warrant not to do the following:

13.1.1 Use, display, mirror or frame the Platform or any individual element within the Platform, proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;

13.1.2 Access, tamper with, or use non-public areas of the Platform, our computer systems, or the technical delivery systems of our providers;

13.1.3 Attempt to probe, scan or test the vulnerability of any of our system or network or breach any security or authentication measures;

13.1.4 Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Platform or Platform Content;

13.1.5 Attempt to access or search the Platform or Platform Content, or download, scrape, harvest, index, or replicate the Listings or the directory in whole or in part, through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software or search agents provided by us or other generally available third-party web browsers;

13.1.6 Send any unsolicited or unauthorised advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation, including to any Brand or Builder whose details you obtained through the Platform;

13.1.7 Use any Meta tags or other hidden text or metadata utilising our trademark(s), logo URL or product name without our express written consent;

13.1.8 Use the Platform or Platform Content, or any portion thereof, for any commercial purpose or for the benefit of any third party, otherwise than as expressly permitted by these Terms or by an executed Client Agreement, or in any manner not permitted by these Terms, including to build, populate, or supply a competing directory, database, or listing service;

13.1.9 Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform or Platform Content to send altered, deceptive or false source-identifying information;

13.1.10 Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform or Platform Content;

13.1.11 Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform;

13.1.12 Collect or store any personally identifiable information from the Platform from other users of the Platform without their express permission, or use any such information for any purpose other than the purpose for which it was made available to you;

13.1.13 Impersonate or misrepresent your affiliation with any person or entity, or submit any User Content relating to a person or entity you are not authorised to represent;

13.1.14 Submit any User Content that is false, misleading, defamatory, obscene, discriminatory, or unlawful, or that infringes the rights of any person;

13.1.15 Violate any applicable law or regulation; or

13.1.16 Encourage or enable any other individual to do any of the foregoing.

14. Licence

14.1 Subject to the Terms, Non Zero gives you a limited, revocable, non-sublicensable, non-exclusive, and non-transferable licence to the Platform (and other items displayed on the Platform for download) only for purposes of using the Platform in accordance with these Terms.

14.2 It is expressly prohibited without the prior express permission from Non Zero to use, reproduce, modify, distribute, or store any Platform Content for purposes other than using the Platform consistent with these Terms.

14.3 The compilation, selection, arrangement, categorisation, and presentation of the Listings constitute our database and are protected as such. No licence to extract or re-utilise the whole or any substantial part of that database is granted.

15. Intellectual Property Rights

15.1 The Platform contains Intellectual Property of Non Zero in the form of content, graphics, videos, audios, text and any other digital content ("Platform Content"). This is an agreement for the use of the Platform, and you are not granted a licence to any Platform Content under these Terms. Except to the extent that applicable laws prevent us from doing so, you will not, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Platform; (ii) remove any proprietary notices or labels from the Platform Content, or reproduce or copy the Platform Content or any part thereof; (iii) modify, translate, or create derivative works based on the Platform Content; (iv) copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Platform Content; (v) create any derivative product from any of the foregoing; (vi) without our express written permission, introduce automated agents or scripts to the Platform, generate automated searches, requests and queries, or strip or mine data from the Platform; or (vii) allow third parties to gain access to the Platform or to Platform Content in any manner other than as expressly permitted in these Terms.

15.2 You acknowledge and agree that the Platform, the names and logos and all related product and names, design marks and slogans, including "Reborn Goods", "RG", the RG Vetted Badge, and "Non Zero", and all other material comprising the Platform, are the property of Non Zero or its affiliates (collectively, the "Marks"). Unless stated otherwise, all Marks are protected as the copyright, trade dress, trademarks or other intellectual properties owned by us or by other parties that have licensed their material to us, including under the Copyright Act, 1957 and the Trade Marks Act, 1999. You are not authorised to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of Non Zero. Your use of the Platform confers no title or ownership in the Platform or the Marks and is not a sale of any rights in the Platform or the Marks. All ownership rights remain in Non Zero or its third-party suppliers, as the case may be.

15.3 Nothing in these Terms transfers to us any ownership of the intellectual property subsisting in your User Content, which remains yours subject to the licence granted at Clause 9.3. The names, logos, and marks of Builders and Brands displayed on the Platform remain the property of their respective owners and are displayed for identification purposes only.

15.4 You acknowledge and agree that any comments, ideas or reports provided to us ("Feedback") shall be the property of Non Zero and you hereby irrevocably transfer and assign to Non Zero such Feedback, and all associated intellectual property rights, provided however that you shall be free to use such Feedback in the ordinary conduct of your business.

15.5 It is our policy to limit access to our Platform of users who infringe the intellectual property rights of others, as a consequence of which we may remove any Listing and terminate our engagement with you. If you find that anything on our Platform infringes any copyright or trade mark that you own or control, please contact us using the information provided in Clause 27, giving sufficient particulars to enable us to identify and assess the material complained of.

16. Third-Party Services

The Platform provided by us may permit you to link to other websites, services, or resources on the Internet, including the websites, portfolios, and social media profiles of Brands and Builders, and other websites, services or resources may contain links to the Platform. When you access third party resources on the Internet, you shall do so at your own risk. These other resources are not controlled by us, and you agree that we shall not be responsible or liable for, including but not limited to, the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link shall not imply our endorsement or any association in any way between us and their operators. You also agree that we will not be responsible or liable in any case, either directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such website or resource.

17. Termination

17.1 We reserve the right to terminate your access to all or any part of the Platform, and to remove any User Content or feature relating to your brand, at any point of time, without providing any cause, with or without notice, effective immediately.

17.2 Any such termination shall immediately revoke the licence granted under Clause 14, and you shall, effective immediately, be prohibited from accessing or using the Platform or Platform Content for any reason.

17.3 Termination of your access to the Platform, or removal of any feature relating to your brand, shall not, of itself, terminate any Client Agreement then in force, nor any contract between you and any Builder, each of which shall continue to be governed by its own terms.

17.4 The provisions of these Terms which by their nature should survive termination shall survive termination, including but not limited to Clause 4 (Personal Data), Clause 7 (Nature of the Platform and Our Role), Clause 8 (Curation, Vetting, and the RG Vetted Badge), Clause 9.3 (licence to User Content), Clause 11 (Dealings with Builders), Clause 14 (Licence), Clause 15 (Intellectual Property Rights), Clause 18 (Release), Clause 19 (Warranty Disclaimer), Clause 20 (Indemnification), Clause 21 (Limitation of Liability), Clause 23 (Governing Law), Clause 24 (Dispute Resolution) and Clause 26 (Miscellaneous).

18. Release

To the maximum extent permissible by applicable law, you hereby absolutely release Non Zero and its affiliates as well as all other users of the Platform from responsibilities including but not limited to, claims, causes of action, liability, expenses, demands, or damages (actual and consequential) of all kinds and nature, known and unknown and claims of negligence, that may arise from the use of or inability to use, or in relation to your use of or reliance on the Platform, including any disputes which may arise with a Builder, any engagement between you and a Builder, and the acts or omissions of third parties. Nothing in this Clause releases any liability which cannot be released as a matter of applicable law.

19. Warranty Disclaimer

THE PLATFORM AND ALL CONTENT PROVIDED THEREIN ARE OFFERED ON AN "AS IS", "AS AVAILABLE" BASIS. USE OF THE PLATFORM IS AT YOUR SOLE RISK. NON ZERO, ITS DESIGNATED PARTNERS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NON ZERO DOES NOT WARRANT THAT: (I) THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE PLATFORM OR ITS CONTENT ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) ANY LISTING, PROFILE, PORTFOLIO, CREDENTIAL, OR OTHER INFORMATION PROVIDED BY OR RELATING TO ANY BRAND OR BUILDER IS COMPLETE, ACCURATE, RELIABLE, VERIFIED, OR CURRENT; (V) ANY BUILDER, SERVICE, CONTENT, OR PRODUCT FEATURED, LISTED, SHORTLISTED, RECOMMENDED, OR CARRYING THE RG VETTED BADGE IS SAFE, SUITABLE, SOLVENT, QUALIFIED, LICENSED, INSURED, OR EFFECTIVE FOR ANY PARTICULAR PURPOSE; (VI) RESULTS FROM USE OF THE PLATFORM, FROM ANY INTRODUCTION, OR FROM ANY ENGAGEMENT WITH A BUILDER WILL MEET YOUR EXPECTATIONS; (VII) USE OF THE PLATFORM WILL COMPLY WITH APPLICABLE LAWS OR REGULATIONS; (VIII) USE OF THE PLATFORM WILL NOT SUBJECT YOU TO ANY LEGAL LIABILITY OR DUTY; OR (IX) ANY INFORMATION, INCLUDING THIRD-PARTY TRADEMARKS OR CONTENT, IS ACCURATE, COMPLETE, OR RELIABLE. EXCEPT FOR WARRANTIES THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED.

20. Indemnification

You acknowledge and agree that you shall at all times defend, indemnify, and hold harmless us, our affiliates and each of our and our affiliates' including but not limited to, respective designated partners, officers, directors, contractors, employees, agents, suppliers, and representatives against all liabilities, claims, fees, costs, penalties or sanctions, losses, expenses, and interest of any nature, including reasonable attorneys' fees, arising out of or which may relate to: (a) your use or misuse of, or access to, the Platform; (b) your violation of any privacy, professional, ethics, licensing, or consumer protection laws, rules, or regulations; (c) your misuse of anyone's private, proprietary, or Personal Data; (d) infringement by you (or any third party) of any intellectual property or other rights of any person or entity; (e) any User Content or Listing submitted by you, including any claim that it is inaccurate, misleading, defamatory, or infringing; (f) any contract, engagement, dispute, or claim between you and any other user, including any claim brought against us in connection with it; or (g) any other violation of these Terms in any way. It is our right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall assist and cooperate with us in asserting any available defences at your expense, including reasonable attorneys' fees incurred by us.

21. Limitation of Liability

21.1 THE USE OF THE PLATFORM OFFERED BY US IS ENTIRELY AT YOUR OWN RISK. SUBJECT TO CLAUSE 21.4, IN NO CASE SHALL WE, NOR OUR DESIGNATED PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, CONTENT PROVIDERS, OR ANY USERS BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH REGARDS TO THE PLATFORM FOR: (I) ANY LOST PROFITS, LOSS IN REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS OR OPPORTUNITY, ANY DATA LOSS, LOSS OF USE, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, OTHER INTANGIBLE LOSSES, OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, EXEMPLARY, RELIANCE, LIQUIDATED, OR ANY SIMILAR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER (HOWEVER ARISING); (II) ANY VIRUSES, BUGS, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGIN); (III) ANY PERSONAL INJURY OR HARM CAUSED BY YOUR USE OR MISUSE OF THE PLATFORM; (IV) ANY CLAIMS, DEMANDS, OR DAMAGES ARISING OUT OF OR RELATING TO ANY DISPUTE BETWEEN YOU AND ANY OTHER USER OF THE PLATFORM; OR (V) ANY ACT, OMISSION, DELAY, DEFAULT, NEGLIGENCE, MISREPRESENTATION, INSOLVENCY, OR MISCONDUCT OF ANY BRAND OR BUILDER, INCLUDING ONE CARRYING THE RG VETTED BADGE.

21.2 SUBJECT TO CLAUSE 21.4, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE AGGREGATE FEES ACTUALLY PAID BY YOU TO NON ZERO UNDER AN EXECUTED CLIENT AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) INR 10,000 (INDIAN RUPEES TEN THOUSAND ONLY). WHERE A CLIENT AGREEMENT CONTAINS ITS OWN LIMITATION OF LIABILITY IN RESPECT OF THE SERVICES, THAT LIMITATION SHALL PREVAIL IN RESPECT OF THOSE SERVICES IN ACCORDANCE WITH CLAUSE 12.4.

21.3 For the avoidance of doubt, sums payable by a Brand to a Builder, or by a Builder to a Brand, do not constitute fees paid to Non Zero and are not taken into account in computing the cap in Clause 21.2.

21.4 Nothing in these Terms shall operate to exclude or limit any liability which cannot lawfully be excluded or limited under applicable law, including liability for death or personal injury caused by our negligence, or liability for fraud or fraudulent misrepresentation.

21.5 REMEDIES UNDER THESE TERMS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS. NOTHING IN THESE TERMS SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS.

22. Restricted Jurisdictions, Sanctions, and Export Control

22.1 The Platform is not directed to, and is not intended for use by, any person located in, ordinarily resident in, or organised under the laws of any country or territory that is subject to comprehensive economic sanctions or embargoes, and is not available to any person designated on any applicable restricted-party or sanctions list, including the lists maintained by the Government of India, the United Nations Security Council, the European Union, and the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC).

22.2 By accessing or using the Platform, you represent and warrant that you are not located in any such country or territory and that you are not a person with whom dealings are prohibited under applicable sanctions or export control laws. We reserve the right to restrict or deny access to the Platform, to decline any Brief or Listing, and to decline to make any Introduction, where we believe that doing so is necessary to comply with such laws.

22.3 You agree that you will not use, export, re-export, or transfer, directly or indirectly, any part of the Platform or any related technical data in violation of the export control and economic sanctions laws of India, the European Union, the United States, or any other applicable jurisdiction.

23. Governing Law

23.1 The Parties agree that the validity, operation, and performance of these Terms shall be governed by and interpreted in accordance with the laws of India, applicable therein, notwithstanding conflict of law rules.

23.2 Subject to Clause 24 (Dispute Resolution), the Parties expressly and irrevocably submit to the exclusive jurisdiction of the courts at New Delhi, India, with respect to any matter, claim, suit, action, or proceeding arising under or related to these Terms. For the avoidance of doubt, the jurisdiction conferred by this Clause is exercisable only in support of, or in aid of, the arbitration provided for in Clause 24, including any application for interim relief, for the appointment of an arbitrator, for the enforcement of an arbitral award, or for any other relief expressly reserved to the courts under the Arbitration and Conciliation Act, 1996.

24. Dispute Resolution

24.1 Any dispute concerning the subject matter of these Terms, or the breach, termination or validity thereof (a "Dispute"), will be settled exclusively in accordance with the procedures set forth in this Clause 24. For the avoidance of doubt, this Clause applies to disputes between you and Non Zero, and does not apply to disputes between you and a Builder, which are governed by Clause 11.4.

24.2 The Party seeking resolution of a Dispute will first give notice in writing of the Dispute to the other Party, setting forth the nature of the Dispute and a concise statement of the issues to be resolved. The Parties shall attempt in good faith to resolve the Dispute by negotiation within thirty (30) days of the date of that notice.

24.3 If the Dispute is not resolved within that period, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended from time to time. The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties in writing within thirty (30) days of a written request to appoint. If the Parties fail to agree on the appointment within that period, the sole arbitrator shall be appointed in accordance with Section 11 of the Arbitration and Conciliation Act, 1996.

24.4 The seat and venue of the arbitration shall be New Delhi, India, and the language of the arbitration shall be English. The arbitration may be conducted through online proceedings or by video conferencing using appropriate software or applications, as the arbitrator may direct.

24.5 All decisions and awards rendered by the arbitrator will be final and binding upon the Parties for all questions submitted to the arbitrator. The costs associated with the arbitration shall be shared equally by the Parties involved in the Dispute unless the arbitrator decides otherwise.

24.6 To the fullest extent permitted by applicable law, the Parties waive all rights of appeal to any court or tribunal, and agree that recourse to any court shall be limited to those applications expressly reserved to the courts under the Arbitration and Conciliation Act, 1996, including an application to set aside an award under Section 34 and an application to enforce an award. Nothing in this Clause excludes any right that cannot be waived as a matter of applicable law.

24.7 Nothing in this Clause 24 shall prevent either Party from seeking urgent interim or conservatory relief from a court of competent jurisdiction in accordance with Clause 23.2.

25. Modification

We shall have the right to make modifications or replace any of the Terms, or suspend, change, or discontinue the Platform (including but not limited to, the availability of any featured content, Listing, directory, or database) at any time or instance by posting a notice through the Platform. We may also do so by sending you a notice via email, via the Platform, or by any other means of communication. We reserve the right to impose limits on certain features. We may, if required to do so, restrict your access to parts or all of the Platform without notice or liability. We endeavour to provide notice of modifications to these Terms. However, you also agree that it is your responsibility to make reasonable efforts to be aware of such modifications. Your continued use of the Platform after notification of any modifications to the Terms shall mean acceptance of those modifications, and those modifications shall apply to your continued use of the Platform going forward. Your use of the Platform is subject to the Terms in effect at the time of such use. This Clause does not permit us to modify the terms of an executed Client Agreement, which may be amended only in accordance with its own terms.

26. Miscellaneous

26.1 Entire agreement and severability. These Terms are the entire agreement between you and us with regards to the Platform. Save for any Client Agreement executed between you and Non Zero, which shall prevail in accordance with Clause 12.4, these Terms supersede all prior and contemporaneous communications and proposals made, whether oral, written or electronic, between you and us with regards to the Platform. If any provisions mentioned in these Terms are found to be unenforceable or invalid, that particular provision or provisions will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. In the event of the failure of either Party to exercise in any respect any right provided for herein, that failure shall not be deemed a waiver of any further rights hereunder.

26.2 Relationship of the parties. You and Non Zero are independent contractors. These Terms shall not and do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship of any kind between the Parties, or between Non Zero and any Builder or Brand. You shall not have any authority of any kind to bind us in any respect. Unless expressly stated otherwise in these Terms, there are no third-party beneficiaries to the Terms. We do not have any special relationship with you nor any fiduciary duty.

26.3 Force majeure. We will not be liable in any case for any failure or delay in the performance of our obligations for any reason hereunder if such failure results from: (a) any cause beyond our reasonable control, including but not limited to, mechanical, electronic or communications failure or degradation, and denial-of-service attacks; (b) any failure by a third-party hosting provider or utility provider; or (c) strikes, shortages, riots, fires, acts of God, war, terrorism, epidemic, pandemic, and governmental action.

26.4 Assignment. You agree that these Terms are personal to you, and are not assignable, transferable or sublicensable by you. We reserve the right to assign, transfer or delegate any of our rights and obligations hereunder without obtaining consent.

26.5 Notices. All notices under these Terms shall be in writing, unless otherwise specified in these Terms. Notices to us shall be sent by email to hello@reborngoods.co, with a copy to help@nonzero.space, and shall be effective on our written acknowledgement of receipt. Notices to you shall be sent to your last known email address, or the email address of your successor, if any, or to any email address that would be reasonably likely to provide notice to you, and such notice shall be effective upon transmission.

26.6 No waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future.

26.7 Interpretation. The headers are provided only to make this agreement easier to read and understand, and shall not affect its interpretation. References to a Clause are references to a clause of these Terms. The words "including", "includes", and "in particular" are illustrative and do not limit the generality of the words preceding them.

27. Contact

You may contact us through our website or at the following address: Non Zero Design LLP, Enam Sambhav, BKC WeWork Enam Sambhav, C-20, G Block Rd, G Block BKC, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra 400051, India.

You can also reach us via email at hello@reborngoods.co, or at help@nonzero.space.