Terms of Use

1.1.These Terms of Use ("Terms", "User Policy", or "Agreement") constitute a legally binding agreement between you (whether accessing as an individual or on behalf of an entity) and Cladbe Platforms LLP ("Cladbe", "Company", "we", "us", or "our"), a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008, having its registered office at Tulsi Nagar, Bareilly, Uttar Pradesh – 243006, India, governing your access to and use of the products and services provided across the Cladbe Ecosystem.

1.2. The Cladbe Ecosystem comprises three integrated pillars: (a) THE STUDIO — project research, data-driven design, market analysis, branding, and launch strategy modules; (b) THE OS — the real estate operating system SaaS platform encompassing inventory management, CRM, financial automation, HR, construction management, documentation, and workflow modules for builders, brokers, and their teams; and (c) THE STAGE — the unified distribution stack including the Cladbe Network of Channel Partners, physical and virtual Experience Centres, the Flash Sale Module, and the Property.new B2C marketplace.

1.3. These Terms apply to all web and mobile applications accessible at cladbe.com, property.new, and all related domains, subdomains, OS dashboards, the My Home App, and any APIs, SDKs, plugins, or third-party integrations provided by Cladbe.

1.4.By accessing, browsing, registering on, or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with all policies, schedules, and documents incorporated herein by reference, including but not limited to the Privacy Policy, Cookie Policy, Refund & Cancellation Policy, and any applicable Master Service Agreement ("MSA"), Channel Partner Agreement, or Project Mandate Schedule.

1.5.If you are accepting these Terms on behalf of a company, partnership, LLP, proprietary concern, Hindu Undivided Family ("HUF"), society, trust, or other legal entity, you represent and warrant that you have the requisite authority to bind such entity. Where a HUF is the contracting party, the Karta shall be deemed the authorised signatory and shall bear personal liability for compliance with these Terms. References to "you" or "your" shall include both the individual and the entity on whose behalf such individual acts.

1.6. In the event of any conflict between these Terms and a separate written agreement executed between you and Cladbe (such as a Builder MSA or Channel Partner Agreement), the specific provisions of such separate agreement shall prevail to the extent of the inconsistency.

1.7. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, YOU MUST IMMEDIATELY CEASE ALL ACCESS TO AND USE OF THE SERVICES.

2.1. In these Terms, unless the context otherwise requires, the following expressions shall have the meanings assigned to them below:

"Applicable RERA" means the Real Estate (Regulation and Development) Act, 2016 as implemented by the Real Estate Regulatory Authority of the state in which the specific real estate project is registered, including the rules and regulations framed thereunder by UP RERA, Haryana RERA, Delhi RERA, Maharashtra RERA, or any other State RERA, as the context requires. All references to RERA in these Terms shall be construed in accordance with the specific State RERA regulations applicable to the relevant project.

"Builder" or "Developer" means any real estate developer, builder, promoter, or landowner (whether individual, partnership, company, LLP, HUF, or other entity) registered under the Applicable RERA who uses the Services to configure, manage, market, or sell real estate projects through the Cladbe Ecosystem.

"Channel Partner" or "CP" means any real estate broker, brokerage firm, agent, or intermediary registered on the Cladbe Network who is authorised to access inventory, manage leads, facilitate customer interactions, and earn commissions through the Platform.

"End Customer" or "Buyer" means any individual, HUF (through its Karta), company, partnership, NRI (Non-Resident Indian), OCI (Overseas Citizen of India), or other entity that uses Property.new, Experience Centres, the My Home App, or associated service flows to discover properties, submit Expressions of Interest, book units, make payments, or manage post-sale interactions.

"Staff/Vendor/Site User" means any employee, contractor, sub-contractor, labourer, vendor, architect, legal counsel, financial auditor, or other personnel who accesses OS modules as authorised by a Builder or Broker organisation.

"Services" means, collectively and individually, all products, features, tools, applications, APIs, SDKs, plugins, communication integrations, AI/ML-based engines, websites, mobile applications, Experience Centres, and any other offerings made available by Cladbe under THE STUDIO, THE OS, and THE STAGE, whether accessed digitally or physically.

"Expression of Interest" or "EOI" means a formal, digitally submitted indication of a Buyer's interest in purchasing a specific unit, processed through the Digital EOI & Token Engine and subject to applicable token payment, priority logic, and allocation procedures.

"Flash Drop" means a limited-duration, high-intensity sales event facilitated through the Flash Sale Module, involving restricted inventory release, time-bound EOI submission, and algorithmic unit allocation.

"Flash Pay" means the automated, expedited commission payout mechanism available to Channel Partners, funded either through Builder pre-funded Cladbe Wallets ("Wallet Flash Pay") with disbursement to Channel Partners after confirmed allocation.

"Inventory Matrix" means the real-time, centralised database of all project units, their specifications, availability status, pricing, payment plans, and associated metadata maintained within THE OS.

"Information Prism" or "Stakeholder Prism" means the controlled information release system that generates multiple, role-specific versions of project data for different stakeholder categories.

"Digital Truth" means the principle of absolute data accuracy whereby all project listings, unit availability, pricing, payment plans, and RERA compliance details displayed on Property.new and the Cladbe Network are sourced directly and in real-time from the Inventory Matrix maintained by the Builder within THE OS.

"My Home App" means the buyer-facing mobile application providing post-booking dashboards, construction timeline updates, payment history, demand letter access, digital snagging, document vault, community newsfeed, facility booking, and maintenance request features.

"Cladbe Generated Assets" means all outputs, derivatives, and intellectual property created by Cladbe through THE STUDIO or THE OS, including but not limited to AI-generated demand models, predictive pricing ladders, algorithmic matchmaking outputs, Digital Twins, 3D renders, walkthroughs, analytical dashboards, brand identity assets, and marketing creatives.

"Revenue Command Centre" means the automated financial management module within THE OS responsible for demand letter generation, payment tracking, Interest on Delay (IOD) calculation, receipt issuance, cash flow projection, and collection management.

"Unified Payout Engine" means the centralised payment processing system that consolidates, validates, and executes all outward financial transactions including vendor payments, contract payouts, commissions, incentives, and payroll, subject to multi-level approval workflows.

"Convenience Fee" means the non-refundable Technology Infrastructure Fee, the amount of which shall be as displayed on the Platform at the time of the relevant transaction and may vary by project, event type, geography, and inventory segment, charged to Buyers per online unit blocking or EOI submission, constituting consideration for the digital infrastructure and transaction facilitation services provided by Cladbe, and distinctly separate from any token amount payable to the Builder.

"Nodal Account" means the designated bank account maintained with an RBI-licensed Payment Aggregator or Escrow Agent through which all customer token payments, EOI amounts, and Flash Pay deductions are routed and settled.

"RERA Project Account" means the Builder's RERA-compliant, project-specific bank account as registered with the relevant State Real Estate Regulatory Authority under Section 4(2)(l)(D) of the Real Estate (Regulation and Development) Act, 2016, or such other designated escrow account as mandated by the Applicable RERA rules, into which amounts realised from allottees must be deposited.

"User Content" means all information, data, documents, messages, images, videos, audio recordings, project materials, marketing creatives, invoices, construction documents, notes, comments, and other content that a user or their organisation uploads, submits, stores, generates, or otherwise makes available through the Services.

"Derived Data" means all aggregated, anonymised, and AI-derived insights, models, analytics, benchmarks, and intelligence generated from any user data processed through the Services, which shall not contain any personally identifiable information attributable to any specific individual.

"Payment Aggregator" or "PA" means the RBI-licensed payment intermediary engaged by Cladbe to process digital payment transactions, including but not limited to token payments, EOI amounts, subscription fees, and commission disbursements.

"Platform" means, collectively, all websites, mobile applications, dashboards, APIs, backend systems, and physical Experience Centres operated by Cladbe.

2.2.Words importing the singular include the plural and vice versa. Words importing any gender include all genders. References to "including" mean "including without limitation." References to legislation include amendments, re-enactments, and subordinate legislation. Headings are for convenience and do not affect interpretation. References to Sections are to sections of these Terms unless otherwise stated.

3.1. The Services include, without limitation:

THE STUDIO: Creation, strategy, and marketing services including but not limited to data-driven market research, historical and predictive sales analysis, and AI/ML demand forecasting; architectural consultancy, unit-mix planning, and space matrix optimisation; amenities mix strategy and project positioning; pricing ladder design, payment plan structuring, and discount planning; brand identity creation, logo, naming, and all associated brand collateral; digital and performance marketing across all relevant platforms including search, social, and programmatic channels; immersive visual asset production including 360° VR/AR models, Digital Twins, drone mapping, Google Maps integration, walkthroughs, and renders; demo unit and site office staging and sensory experience design; Go-To-Market strategy, phase-wise launch planning, pre-launch resource mapping, and market entry execution; spend-mix control, ROAS optimisation, and campaign performance management; and any other creation, consultancy, analytical, strategic, or marketing service that Cladbe introduces, develops, or makes available from time to time in connection with real estate project preparation, positioning, or launch readiness. The specific deliverables applicable to any engagement shall be as agreed in the executed Statement of Work or MSA.

THE OS: Technology infrastructure, SaaS operations, and automation services including but not limited to inventory management through the Inventory Matrix with Prism Logic, real-time unit availability, unit status management, and parking allocation; dynamic and differential pricing across multiple price lists, payment plan configurations, and channel-specific controls; Smart Quotation engine with automated cost calculations, discount management, multi-level approval workflows, and omni-channel sharing; Digital EOI and Token Engine with online token processing, NRI and off-site buyer support, multiple EOI acceptance, algorithmic priority logic, and automated refund management; end-to-end sales lifecycle management encompassing EOI conversion, customer onboarding and verification for all entity types including individuals, companies, partnerships, and HUFs, E-KYC integration, transfer, cancellation and refund management, tax and statutory charge calculations, and customer loan management; Revenue Command Centre including automated demand letter generation, interest on delay and penalty calculation, digital receipts, cash flow projection, and multi-level financial approval workflows; Integrated CRM encompassing AI-powered lead scoring, omni-channel lead capture and attribution, intelligent lead distribution, sales pipeline tracking, follow-up automation, agent performance analytics, and quality control monitoring; Smart Documentation including automated legal document drafting, document generation, cloud file storage, version control, and controlled external collaboration; customisation and alteration management including billing, receipt generation, and work status tracking; contract lifecycle management including contract creation, vendor onboarding and E-KYC, milestone-based payout scheduling, Blind Invoice Verification, and consolidated payout management through the Unified Payout Engine; milestone tracking, payment management, and commission policy administration; Employee Self-Service portal encompassing employee database management, payroll processing across multiple pay schedules, multi-office attendance with AI-powered biometric and twin-detection capabilities, labour and manpower tracking with location stamping; visitor and premises management including facial recognition attendance, field and break management, reception operations, gate-pass management, badging, and access control; centralised request and ticketing management with automated routing, escalation workflows, and omni-channel resolution tracking; multi-level approval and hierarchy management with granular role and permission controls, position management, and maker-checker-approver workflows; omni-channel communication suite integrating all relevant messaging, calling, and engagement channels with conversational AI, campaign management, workflow-based automated communication, and complete interaction recording for quality control; the My Home Super App providing buyers with project timeline visibility, payment management, digital snagging, document vault, community engagement, facility booking, and post-handover maintenance management; and any other technology module, automation workflow, AI-powered feature, or operational tool that Cladbe introduces, develops, enhances, or makes available from time to time in connection with real estate project management, sales operations, financial management, workforce management, or buyer experience. The specific modules and features accessible to any Builder, Channel Partner, or End User are determined by the applicable subscription plan, executed MSA, or as otherwise communicated through the Cladbe platform.

THE STAGE: Unified distribution, marketplace, and sales enablement services including but not limited to the Cladbe Distribution Advantage encompassing Day Zero Channel Partner network activation, complete CP onboarding and lifecycle management, verified ecosystem integrity with real-time digital truth across all stakeholders, differential inventory visibility, pricing control, discount management, and payment schedule configuration across internal and external channels, network aggregation with pooled marketing budgets for maximum market penetration, and commission management with varied ladder-based incentive structures, automated milestone-linked payout scheduling, and Flash Pay disbursement mechanisms; the Property.new B2C Marketplace providing online discovery through exclusively verified and stale-data-free project listings, decision clarity tools, immersive property exploration through 360° virtual tours, 3D floor plans, drone footage, interactive map views and neighbourhood analysis, the Cladbe Trust Score project credibility framework, integrated digital mortgage and pre-approved financing tools, high purchase-intent lead generation, and seamless digital EOI and booking capabilities; Physical and Digital Experience Centres providing immersive project discovery through interactive displays, VR and AR experiences, high-resolution visualisations and drone views, algorithmic matchmaking of buyer requirements against available inventory, real-time quotation generation, EOI processing, discount application, and immediate booking facilitation, and multi-project consolidation to eliminate site visit fatigue for buyers; Sales Team and Channel Partner enablement through unified sales playbooks, trained sales professionals, AI-monitored follow-up and lead engagement, quality-controlled omni-channel communication, and a non-pushy multi-project advisory approach designed to maximise buyer trust and conversion; the Flash Sale and Campaign Module enabling time-limited limited inventory drops, FOMO-driven demand mechanics, real-time achievement visibility and gamification for all network stakeholders, auction-based one-to-many EOI allocation for high-demand units, and event-based marketing integrations across the CP and Property.new network; and any other distribution mechanism, marketplace feature, sales enablement tool, campaign format, buyer engagement channel, or network monetisation model that Cladbe introduces, develops, enhances, or makes available from time to time in connection with real estate inventory distribution, buyer acquisition, Channel Partner management, or transaction facilitation. The specific distribution services, marketplace features, and sales enablement capabilities accessible to any Builder, Channel Partner, or End User are determined by the applicable engagement model, executed MSA, Commission Agreement, or as otherwise communicated through the Cladbe platform.

3.2. The Services additionally encompass all APIs, SDKs, plugins, and communication tools (including telephony, messaging, email, and omni-channel communication integrations provided through third-party carriers and API providers as engaged by Cladbe from time to time), and any AI/ML-based features, recommendation engines, predictive analytics tools, and automated workflow systems.

3.3. Cladbe reserves the right to modify, suspend, add to, or discontinue any part of the Services at any time, with or without prior notice, subject to any contractual commitments under an existing MSA. Material changes affecting paid subscribers shall be communicated with reasonable advance notice.

4.1. Intermediary/Aggregator Classification. Cladbe operates strictly as a technology intermediary and aggregator orchestration layer within the meaning of Section 2(1)(w) of the Information Technology Act, 2000 ("IT Act"). Cladbe is not a seller, developer, promoter, or owner of any real estate unit. Cladbe does not develop, construct, own, or possess any real estate project listed on or transacted through the Platform. All real estate projects are developed, owned, marketed, and sold exclusively by the respective Builders/Developers.

4.2. Safe Harbour Protection.To the fullest extent permissible under Section 79 of the IT Act and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 ("IT Rules"), Cladbe claims the benefit of intermediary safe harbour protection from liability for any third-party information, data, content, or communication links hosted, transmitted, or made available through the Platform. Cladbe does not initiate, select, or modify the information contained in transmissions processed through the Services, except as reasonably required for technical processing, automated workflow execution, and platform operation.

4.3. E-Commerce Marketplace Classification. To the extent that Property.new qualifies as an "e-commerce entity" operating a "marketplace model" under the Consumer Protection (E-Commerce) Rules, 2020, Cladbe complies with the obligations of a marketplace entity thereunder, including: (a) displaying Builder/seller details and contact information for each listing; (b) clearly communicating cancellation, refund, and grievance redressal mechanisms; (c) not manipulating search results or listings in a manner that disadvantages consumers; (d) appointing a grievance officer and maintaining adequate customer redressal infrastructure; and (e) ensuring that no unfair trade practices (as defined under the Consumer Protection Act, 2019) are facilitated through the Platform. Notwithstanding the foregoing, Cladbe does not guarantee or endorse the quality, safety, legality, or delivery of any listed project, which remains the sole responsibility of the Builder.

4.4. No Agency. Nothing in these Terms shall create any relationship of agency, partnership, joint venture, employment, or franchise between Cladbe and any user. No user is authorised to make any representation, warranty, or commitment on behalf of Cladbe.

4.5. Payment Processing Disclaimer. Cladbe acts purely as the technology orchestration layer that triggers payment processing webhooks and instructions. All funds — including EOI token amounts, booking amounts, commission payouts, and vendor payments — are held, processed, and settled exclusively by RBI-licensed Payment Aggregators, banks, and/or escrow agents through designated Nodal Accounts. Cladbe does not at any point hold, pool, or control customer or builder funds in its own accounts.

5.1. Age and Competence. You must be at least eighteen (18) years of age and competent to contract under the Indian Contract Act, 1872 (i.e., of sound mind, not disqualified by any law, and not an undischarged insolvent). You must not be barred from using the Services under any applicable law.

5.2. Purchases for Minors and Special Entities. Where a real estate unit is being purchased in the name of a minor (a person below 18 years of age), the legal guardian executing the transaction through the Platform accepts full contractual responsibility for compliance with these Terms, all applicable laws, and all financial obligations arising from the transaction. The guardian's E-KYC and identity verification shall be mandatory in addition to the minor's details. For purchases by a Hindu Undivided Family (HUF), the Karta shall be the authorised representative and shall provide authenticated consent on behalf of the HUF, with the Karta bearing personal liability for all Platform obligations.

5.3. Professional Capacity. Certain modules within THE OS and THE STAGE are intended exclusively for business or professional users (including Builders, Brokers, Channel Partners, employees, vendors, and site staff). By accessing such modules, you confirm and warrant that you are using them in a professional or business capacity and possess all requisite licences, registrations, and authorisations (including, where applicable, valid Applicable RERA registration).

5.4. NRI and Foreign National Eligibility. Non-Resident Indians (NRIs), Overseas Citizens of India (OCIs), and Persons of Indian Origin (PIOs) accessing the Services for property purchase represent and warrant that: (a) they comply with all applicable provisions of the Foreign Exchange Management Act, 1999 ("FEMA") and RBI regulations governing property acquisition by non-residents; (b) all payments shall be routed exclusively through FEMA-compliant banking channels (NRE/NRO accounts or foreign inward remittances through authorised dealer banks); (c) they are not citizens of or entities incorporated in countries prohibited from acquiring immovable property in India under FEMA or any other applicable regulation; and (d) they shall obtain all necessary RBI approvals or comply with general/automatic route permissions applicable to their specific category. Cladbe is not responsible for verifying FEMA compliance and shall not be liable for blocked remittances, regulatory penalties, or transaction failures arising from the Buyer's non-compliance with foreign exchange regulations.

5.5. Account Creation. To access most features, you must either (a) create an account by providing accurate, current, and complete registration information, or (b) be provisioned an account by your organisation. You agree to: provide and maintain accurate, current, and complete account information at all times; maintain the confidentiality and security of your login credentials, passwords, API keys, and authentication tokens; promptly update any information that changes; and immediately notify Cladbe and, where applicable, your organisation of any actual or suspected unauthorised access to or use of your account.

5.6. Account Responsibility. You are solely responsible for all activities, transactions, and content associated with your account, whether or not you personally authorised them. Cladbe shall not be liable for any loss or damage arising from your failure to secure your account credentials.

5.7. Organisational Accounts.Where accounts are provisioned by a Builder or Broker organisation, the organisation's designated administrator retains the right to manage, restrict, or terminate sub-accounts. The organisation and the individual user bear joint responsibility for compliance with these Terms.

6.1. The following user categories are recognised within the Cladbe Ecosystem:

Builder/Developer Users: Utilise THE STUDIO, THE OS, and THE STAGE to configure and manage real estate projects. Builders bear primary and non-delegable responsibility for the accuracy, legality, and Applicable RERA compliance of all data entered into the Platform. Builders are solely responsible for ensuring that all marketing materials, RERA registration details, project specifications, and pricing information are truthful, current, and compliant with applicable state-specific RERA regulations.

Broker/Channel Partner (CP) Users: Utilise the OS dashboard, the Cladbe Network, and Property.new to access authorised inventory (subject to Information Prism controls), manage leads, generate quotations, process EOIs, and track commissions. CPs bear responsibility for valid Applicable RERA broker registration, accurate KYC documentation, and compliance with the Channel Partner Agreement.

Staff/Vendor/Site Users: Utilise OS modules strictly as authorised by the parent Builder or Broker organisation. Access levels are governed by the Role & Permission Management system and organisational hierarchy.

End Customer/Buyer Users: Utilise Property.new, Experience Centres, and the My Home App to discover properties, submit EOIs, book units, make payments, and manage post-sale interactions. NRI Buyers additionally bear sole responsibility for FEMA and foreign exchange compliance.

6.2. Each category of user remains solely and independently responsible for the accuracy, legality, and completeness of all data they provide, process, or transmit through the Services, and for compliance with all applicable laws, regulations, and contractual obligations, including but not limited to the Applicable RERA, Consumer Protection Act 2019, DPDP Act 2023, GST laws, Income Tax Act 1961 (including TDS obligations), FEMA regulations, PMLA 2002, and all applicable state and central legislation.

7.1. Grant of Licence. Subject to these Terms and any applicable commercial agreement (including the relevant OS subscription tier — Free/Launch, Grow, Enterprise, or any Custom Plan as agreed in the executed MSA or Statement of Work), Cladbe grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services for your internal business purposes (Builders, Brokers, Staff, Vendors, and External Collaborators) or personal property search and transaction purposes (End Customers). Access granted to External Collaborators is strictly limited to the specific files, folders, modules, or data sets for which access has been expressly authorised by the onboarded Builder or Channel Partner, and does not extend to any other part of the Cladbe ecosystem.

7.2. Restrictions. Except as expressly permitted, you shall not:

• Copy, reproduce, modify, adapt, translate, or create derivative works of any part of the Services;
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or underlying structure of the Services;
• Distribute, sell, lease, sublicense, rent, loan, or time-share the Services or any access thereto;
• Remove, alter, or obscure any proprietary notices, labels, trademarks, or branding;
• Use the Services to build a competing product or service, or to benchmark the Services against any competing product.

8.1. Ownership of User Content. As between you and Cladbe, you (or your organisation) retain ownership of all User Content, subject to the licence granted herein. By submitting User Content, you represent and warrant that: (a) you have all necessary rights, licences, consents, and permissions; (b) such content does not infringe any third-party rights; and (c) such content complies with all applicable laws, including RERA advertising guidelines.

8.2. Licence to Cladbe. You grant Cladbe and its affiliates a worldwide, non-exclusive, royalty-free, perpetual (for the duration of the platform relationship plus a reasonable wind-down period), irrevocable licence to host, store, reproduce, process, cache, transmit, display, distribute, index, and otherwise use User Content as reasonably necessary to: (a) provide, maintain, operate, and improve the Services; (b) enable integrations; (c) provide support; (d) generate de-identified, aggregated, and anonymised analytics and Derived Data; (e) display inventory on Property.new and the Cladbe Network (including for users on the Free/Launch tier); and (f) comply with applicable law and enforce legal rights. Where User Content contains personal data, processing shall additionally be governed by the Privacy Policy.

8.3. Cladbe Generated Assets and Platform IP.

8.3.1. Cladbe retains absolute, exclusive, and perpetual intellectual property rights over all Cladbe Generated Assets, including: AI-generated demand models; predictive pricing ladders and dynamic pricing algorithms; algorithmic matchmaking outputs and lead scoring models; Digital Twins, 3D renders, walkthroughs, and drone-mapped visualisations; analytical dashboards and business intelligence outputs; brand identity assets, marketing creatives, and campaign designs produced through THE STUDIO; the Cladbe Trust Score methodology and outputs; and all other intellectual property created by or through the Platform.

8.3.2. Users are granted a limited, revocable, non-exclusive, non-transferable licence to utilise Cladbe Generated Assets strictly within the Cladbe Ecosystem and only while maintaining an active account in good standing. This licence terminates immediately upon account termination, suspension, or downgrade to a tier that does not include access to the relevant asset category.

8.4. Derived Data Ownership.

8.4.1. Cladbe retains absolute, perpetual, and irrevocable ownership of all Derived Data. This ownership survives termination of any user account, subscription, or MSA, and applies regardless of whether the underlying raw data is deleted or returned to the user upon termination.

8.4.2. Cladbe may use Derived Data for any lawful business purpose, including improving the Services, training AI/ML models, generating industry benchmarks, conducting market research, and enhancing predictive capabilities.

8.5. Platform Intellectual Property.All rights, title, and interest in the Services, including software, source code, algorithms, database structures (including the Inventory Matrix, Information Prism logic, and JanusGraph-based role hierarchy), user interfaces, APIs, trademarks (including "Cladbe," "Property.new," "My Home," "Flash Pay," "Flash Drop," "Cladbe Trust Score," "Digital Truth," and associated logos), trade dress, domain names, documentation, and all improvements thereto, are and shall remain the exclusive property of Cladbe.

8.6. Studio Deliverable Non-Compete and Usage Restriction. The Builder agrees not to share, reproduce, or commercially utilise any Cladbe Studio deliverable — including Pricing Ladders, Unit Mix Plans, Market Research outputs, GTM Strategies, Digital Twins, or any other analytical or strategic output produced under THE STUDIO — with any competing real estate consultancy, marketing agency, or distribution platform for a period of twelve (12) months from the date of delivery of such deliverable. Cladbe permanently retains ownership of the derived algorithmic weights, predictive models, and underlying market logic used to generate Studio deliverables, regardless of whether the Builder has paid for the engagement. Breach of this clause constitutes a material breach entitling Cladbe to immediately terminate all Services, forfeit any outstanding Studio deliverables, and seek injunctive relief and damages without prejudice to any other remedy available under law.

9.1.The fundamental value proposition of the Cladbe Ecosystem is "Digital Truth" — the guarantee that all information displayed to Buyers, Brokers, and Channel Partners is sourced directly and in real-time from the Builder's Inventory Matrix within THE OS.

9.2. Builder Warranties. Each Builder expressly warrants and represents that:

• All inventory data, unit specifications, availability status, pricing, payment plans, floor plans, amenity details, and encumbrance status submitted to THE OS are accurate, current, and complete at all times;
• The project holds a valid, active registration with the Applicable RERA, and all marketing materials and project information comply with the specific State RERA advertising guidelines and disclosure requirements applicable to the project's jurisdiction;
• All PAN, GST, TAN, RERA registration certificates, and other regulatory documents provided to Cladbe are valid, subsisting, and not subject to any adverse proceedings;
• The Builder shall update the Inventory Matrix within THE OS on an immediate basis upon any change in unit status, pricing, availability, payment plan, or RERA registration status. The Builder acknowledges that any delay in updating the Inventory Matrix may result in incorrect information being displayed on Property.new and to Channel Partners, for which Cladbe assumes no liability. In the event that a double-booking or unit availability conflict arises directly attributable to the Builder's failure to update the Inventory Matrix — including where a unit is sold through offline or non-Cladbe channels without concurrent OS update — the Builder shall: (i) immediately refund the affected digital buyer's token principal and Cladbe Convenience Fee in full; (ii) pay Cladbe a Reputational Damage Penalty equal to 200% of the applicable Convenience Fee per affected unit as liquidated damages; and (iii) bear sole liability for any consumer complaint, RERA proceeding, or Consumer Protection Act claim arising from such conflict. This penalty is immediately due and recoverable by Cladbe by offset against any pending Commission Float, Wallet balance, or future payouts;
• The Builder maintains a valid RERA Project Account in compliance with Section 4(2)(l)(D) of the Applicable RERA, and that not less than seventy percent (70%) of amounts realised from allottees (or such other percentage as mandated by the Applicable RERA) shall be deposited in such account;
• All vendors and invoices approved by the Builder through THE OS are GST/tax compliant, and the Builder bears sole responsibility for the accuracy of vendor information processed through the Blind Invoice Verifier.

9.3. Builder Indemnity.Each Builder agrees to fully indemnify, defend, and hold harmless Cladbe, its partners, officers, employees, agents, and affiliates against any and all claims, losses, damages, liabilities, penalties, costs, and expenses (including reasonable legal fees) arising from or related to: (a) inaccurate, incomplete, misleading, or untimely data entry; (b) project defaults, construction delays, or quality deficiencies; (c) false advertising or Applicable RERA non-compliance; (d) consumer court litigation, State RERA Authority penalties, or NCDRC proceedings; (e) tax evasion, GST non-compliance, or failure to remit statutory dues; (f) any AML/KYC violations; (g) misappropriation or diversion of RERA Project Account funds; or (h) any violation of state-specific RERA regulations applicable to the Builder's projects.

9.4. Digital Truth Display Rights.Cladbe maintains the irrevocable right (for the duration of the MSA or, in the case of Free/Launch tier users, for the duration of the user's active account, or in the case of Grow, Enterprise, or any Custom Plan users, for the duration of the applicable subscription term or executed MSA, whichever is longer) to list, aggregate, index, and publicly display the Builder's live inventory data on the Property.new marketplace and the Cladbe Network. This right is essential to the integrity of the "Digital Truth" ecosystem and applies universally across all subscription tiers and engagement models including Free/Launch, Grow, Enterprise, and any Custom Plan or Project Mandate arrangement. By entering inventory data into THE OS under any tier or engagement model, the Builder expressly consents to such display. This right may not be revoked by the Builder while any MSA, Project Mandate Schedule, Statement of Work, or active OS account remains in effect.

10.1. Technology Facilitator Role.Cladbe operates strictly as a technology facilitator and intermediary in all financial transactions processed through the Platform. Cladbe's role is limited to triggering payment processing instructions via automated webhooks and API integrations. All funds are held, processed, and settled by RBI-licensed Payment Aggregators, escrow agents, and banking partners through designated Nodal Accounts.

10.2. Digital Token Payments (EOIs) and RERA-Compliant Fund Routing.

10.2.1. Cladbe routes EOI token payments through integrated payment gateways, enabling multiple EOI management and algorithmic priority logic for unit allocation during Flash Drops and pre-launch phases.

10.2.2. RERA-Compliant Fund Flow.The fund flow for all customer token and booking payments shall be: Customer → Payment Gateway → Nodal/Escrow Account → Builder's RERA Project Account (as registered with the Applicable RERA under Section 4(2)(l)(D) of the Act, net of applicable Cladbe platform fees, Convenience Fees, and CP commissions where authorised under the Nodal Flash Pay model). By using the Platform to process customer payments, the Builder acknowledges and confirms that all customer funds shall be routed exclusively to the Builder's RERA-compliant, project-specific bank account and not to any general corporate or non-designated account. Cladbe shall configure the payment routing within THE OS to direct funds to the RERA Project Account details provided by the Builder, thereby functioning as an automated RERA fund compliance layer.

10.2.3. Cladbe assumes zero liability for payment gateway failures, frozen funds, transaction reversals, or delayed refunds. Financial recourse for any token-related dispute lies strictly between the End Customer and the Builder, or between the End Customer and the Payment Aggregator, as applicable.

10.3. Flash Pay and Commission Payouts.

10.3.1. Wallet Flash Pay (The Captain Model): Automated commission payouts to Channel Partners are contingent upon the Builder pre-funding their Cladbe Wallet with a sufficient Commission Float. Cladbe is not liable for delayed or unpaid commissions resulting from a Builder's default or failure to maintain adequate float balances.

10.3.2. Nodal Flash Pay (The Titan Model): Commissions are auto-deducted from the Customer's token money routed through the Nodal Account before the net balance is credited to the Builder's RERA Project Account. Brokers are paid within T+24 hours from the revenue inflow, subject to successful payment settlement and absence of any dispute or chargeback.

10.3.3.Cladbe reserves the right to withhold, claw back, or reverse any commission payout in cases of verified fraud, buyer cancellation within the cooling-off period, chargeback by the payment gateway, or material breach of the Channel Partner Agreement. If a clawback amount cannot be recovered from a Channel Partner's future payouts, pending settlements, or Wallet balance within thirty (30) days of the clawback trigger event, the outstanding amount shall constitute an immediately enforceable legal debt owed by the CP to Cladbe, recoverable through all available legal mechanisms including civil proceedings. Under the Nodal/Titan model, where commissions have been auto-deducted from customer token payments and disbursed to a CP prior to a clawback trigger, the Builder acknowledges and accepts that Cladbe's role was limited to executing the Builder's authorised payment routing instructions, and the Builder bears the ultimate commercial risk of unrecoverable CP fraud under the Nodal model and shall not hold Cladbe liable for any shortfall in clawback recovery.

10.4. GST and TDS on Commission Payments.

10.4.1. Under the Wallet Flash Pay model, the Builder is the payer of commissions and shall be solely responsible for deducting Tax Deducted at Source (TDS) under Section 194H of the Income Tax Act, 1961 (or such other applicable section) on all commission/brokerage payments disbursed through the Cladbe Wallet, and for issuing TDS certificates (Form 16A) to Channel Partners.

10.4.2. Under the Nodal Flash Pay model, where commissions are auto-deducted from customer token payments before crediting the Builder, the applicable TDS obligation shall be borne by the Builder (as the party on whose behalf the commission is paid), unless otherwise agreed in the MSA. Cladbe shall provide the Builder with detailed commission disbursement reports to facilitate TDS computation and filing.

10.4.3.Each Channel Partner is independently responsible for: (a) maintaining valid GST registration; (b) issuing proper GST invoices/tax invoices for commission income received; (c) filing GST returns accurately and on time; and (d) complying with all applicable direct and indirect tax obligations on commission income. Cladbe shall not be liable for any tax liability, penalty, interest, or assessment arising from a Channel Partner's non-compliance with GST, TDS, or income tax laws.

10.5. Convenience Fee.

10.5.1. A non-refundable Convenience Fee (classified as a Technology Infrastructure Fee), the amount of which shall be as displayed on the Platform at the time of the relevant transaction and may vary by project, event type, geography, and inventory segment, is charged to each End Customer per online unit blocking or EOI submission. This fee constitutes consideration for the digital infrastructure, real-time inventory access, secure transaction processing, and platform facilitation services provided by Cladbe. The Convenience Fee is distinctly separate from and in addition to the token amount payable to the Builder and is earned by Cladbe upon submission of the EOI, regardless of the outcome of the allocation process or any subsequent cancellation by the Buyer or Builder.

10.6. Nodal Chargeback Handling and Payment Aggregator Disclaimer.

10.6.1. In the event of a payment dispute, chargeback request, or refund claim, Cladbe reserves the right to withhold the disputed amount (including any commission, fee, or incentive component) until the dispute is fully resolved. All formal chargeback resolutions shall be routed through the Payment Aggregator or Nodal bank.

10.6.2.Cladbe engages RBI-licensed Payment Aggregators for processing digital transactions. Cladbe shall not be liable for any loss, delay, or damage arising from: (a) Payment Aggregator system failures, downtime, or maintenance; (b) frozen, held, or delayed funds by the PA or issuing bank; (c) PA insolvency, licence revocation, or regulatory action; (d) transaction failures caused by PA infrastructure; or (e) changes in PA terms, fees, or policies. Users' recourse for PA-related issues lies directly with the Payment Aggregator.

11.1.All users acknowledge and agree that system-generated logs, timestamps, maker-checker workflow clicks, digital approval records, and automated transaction trails generated by the Cladbe Platform ("System Logs") constitute valid, admissible, and legally binding electronic records within the meaning of the Information Technology Act, 2000 (including Sections 4, 5, 10A, and 65B of the Indian Evidence Act, 1872 as applicable to electronic records).

11.2. Users agree that any action performed through authenticated maker-checker workflows, multi-level approval sequences, digital booking confirmations, or quotation approvals within THE OS shall be treated as a valid electronic signature or electronic authentication under the IT Act. Users waive the right to challenge the authenticity, integrity, or admissibility of such System Logs solely on the ground that they were generated electronically.

11.3.The "Time Machine" audit trail records all material system events with immutable timestamps, user identification, IP addresses, and action descriptions, serving as the primary evidentiary basis for dispute resolution, regulatory compliance, and forensic audit purposes.

12.1. DPDP Compliance.Cladbe operates in compliance with the Digital Personal Data Protection Act, 2023 ("DPDP Act"), the IT Act, and all applicable data protection laws.

12.2. Data Fiduciary and Processor Roles. The allocation of Data Fiduciary and Data Processor roles is determined as follows:

• Where a Builder or Broker collects and processes personal data of its customers, employees, or vendors through THE OS, the Builder/Broker acts as the Data Fiduciary, and Cladbe acts as the Data Processor.
• Where Cladbe independently collects and processes personal data through Property.new, Experience Centres, or the My Home Super App, Cladbe acts as the Data Fiduciary and processes such data in accordance with the Privacy Policy.

12.3. Biometric Data.Builders utilising AI-powered facial recognition attendance features are solely responsible for: (a) obtaining explicit, informed, and freely given consent from each individual prior to biometric enrolment, evidenced by a signed, DPDP-compliant physical or verifiably digital consent form retained by the Builder; (b) clearly communicating the purpose (strictly attendance and workforce tracking), retention period, and processing details; (c) ensuring mandatory deletion/purge of biometric data upon employee exit, termination, or withdrawal of consent; and (d) complying with all applicable labour laws. Prior to activating biometric features, the Builder shall confirm within THE OS that valid consent has been collected from all enrolled individuals. Cladbe assumes no liability for any labour dispute, grievance, or regulatory penalty arising from biometric tracking. The Builder, acting as Data Fiduciary, fully and irrevocably indemnifies Cladbe against any regulatory penalties, fines, or proceedings initiated by the Data Protection Board of India under the DPDP Act 2023, arising from: (i) the Builder's failure to obtain valid, DPDP-compliant consent from employees, contractors, or customers for biometric processing, GPS tracking, or omni-channel communication recording; (ii) the Builder's failure to honour Data Principal rights requests as Data Fiduciary; or (iii) any data breach attributable to the Builder's own infrastructure, credentials, or personnel. Cladbe's contractual liability cap under these Terms does not limit, and shall not be construed to limit, any statutory regulatory penalty that a competent authority may impose on the applicable Data Fiduciary.

12.4. Omni-Channel Communication Recording. Users utilising Cladbe's integrated telephony, WhatsApp Business API, email, and SMS/RCS tools acknowledge that all communications may be intercepted, recorded, stored, and analysed (including by AI/ML engines) for lead attribution, quality assurance, sales coaching, dispute resolution, and regulatory compliance. Users are legally mandated to inform their end-customers that communications are being recorded and analysed. Failure to provide such disclosure may result in account suspension.

12.5. Cookie Policy.The Platform uses cookies and similar tracking technologies categorised as: (a) strictly necessary cookies (essential for platform operation, not requiring consent); (b) analytics cookies (measuring usage patterns and performance); and (c) marketing/retargeting cookies (enabling targeted advertising and AI-driven remarketing). In compliance with the DPDP Act, the Platform implements a cookie consent mechanism that obtains explicit, informed consent from users before activating non-essential analytics and marketing cookies. Users may withdraw cookie consent at any time through the Platform's cookie preferences settings. The detailed Cookie Policy is incorporated herein by reference and available at cladbe.com/cookies.

12.6. Privacy Policy. Your use of the Services is additionally governed by the Cladbe Privacy Policy, which details data collection, processing purposes, sharing parameters, retention periods, user rights (access, correction, erasure, portability), and security measures. The Privacy Policy is incorporated herein by reference.

13.1. AI-Powered Features.The Platform incorporates AI/ML-powered features including: (a) AI Sales Coach; (b) Algorithmic Matchmaking; (c) Predictive Pricing Tools; (d) Conversational AI chatbot; and (e) AI Analytics & Scoring. These features provide data-driven analytical assistance and do not constitute professional advice of any kind.

13.2. No Fiduciary Duty. Cladbe assumes no fiduciary duty, no guarantee of outcome, and no liability for lost margins, missed sales, sub-optimal pricing decisions, incorrect market predictions, or alleged algorithmic bias. Users are solely responsible for exercising independent judgment before acting on any AI-generated recommendation.

13.3. Legal Auto-Drafter. The Legal Auto-Drafter generates software-based templates for Booking Forms, Agreements, Demand Letters, IOD calculations, and penalty notices. These are not legal counsel. Users are solely responsible for reviewing auto-generated documents for accuracy, legal compliance, and enforceability under applicable state and central laws (including Applicable RERA, GST, stamp duty, and registration requirements).

13.4. Algorithmic Allocation During Flash Drops. By participating in a Flash Drop, the Buyer expressly accepts the algorithmic allocation outcome as final and binding, and waives the right to dispute the allocation methodology, sequence, or result, provided the algorithm operated without demonstrable technical malfunction.

14.1.Users accessing Cladbe's physical Experience Centres, Pop-Up locations, or branded offline facilities acknowledge that: (a) participation in VR walkthroughs, 360° immersive tours, and interactive displays may cause motion sickness, disorientation, or physical discomfort; (b) Cladbe is not liable for any physical injury, health issue, or property damage sustained on the premises or arising from VR hardware use.

14.2. Visitors to Experience Centres consent to the collection of personal data (including name, contact details, property preferences, EOI intent, and site visit records) through digital and offline mechanisms in accordance with the Privacy Policy.

14.3. Users shall be held financially liable for the intentional or grossly negligent destruction, damage, or theft of any Cladbe hardware assets at Experience Centres.

15.1. You agree not to use the Services (or permit others to use them through your account) to:

Violate any law: Upload, store, transmit, promote, or otherwise make available any content or engage in any activity that is unlawful, harmful, fraudulent, misleading, defamatory, obscene, pornographic, invasive of privacy, hateful, or otherwise objectionable under Indian law; that infringes any third-party rights; or that violates any RERA, advertising, consumer protection, data protection, labour, tax, FEMA, or other applicable law.

Interfere with others: Harass, abuse, threaten, stalk, impersonate, or intimidate any person; send spam, unsolicited commercial communications, or bulk messages; or engage in discriminatory or hateful conduct.

Compromise security: Probe, scan, or test the vulnerability of any system; bypass, disable, or tamper with authentication, access control, or security measures (including the Information Prism); introduce viruses, malware, or harmful code; or attempt to gain unauthorised access to any accounts, data, servers, or networks.

Misuse inventory and data: Scrape, crawl, copy, download, archive, or systematically extract project data, inventory information, pricing ladders, or any content from the Platform except as expressly permitted; manipulate inventory status or bookings; create fake EOIs or generate fraudulent leads; or engage in false, misleading, or non-RERA-compliant marketing.

Abuse communication tools: Use telephony, email, WhatsApp, SMS/RCS, or in-app communication tools to send spam, phishing content, offensive or illegal material, or to violate any third-party platform, carrier, or regulatory rules.

Reverse-engineer or commercially exploit: Resell, lease, time-share, or commercially exploit the Services except as authorised; or use Platform access or confidential information to build a competing product.

Leak confidential data: Share, screenshot, photograph, or disseminate the Stakeholder Prism dashboard, dynamic pricing ladders, Flash Drop algorithmic configurations, or any confidential information to competitors, the public, or unauthorised third parties.

16.1. WhatsApp Business API Compliance.Users utilising the Cladbe Connect Pack (WhatsApp API integration) or any WhatsApp-based communication feature are solely responsible for: (a) obtaining valid opt-in consent from all recipients before sending WhatsApp messages, in compliance with Meta's WhatsApp Business Platform Terms and WhatsApp Commerce Policy; (b) using WhatsApp messaging strictly for authorised business communication categories (utility, authentication, marketing) and not for spam, unsolicited bulk messaging, or prohibited content; (c) complying with all applicable Meta/WhatsApp policies regarding message templates, content restrictions, and opt-out mechanisms; and (d) maintaining records of opt-in consent. Cladbe shall not be liable for any Meta/WhatsApp enforcement action, API suspension, account ban, or penalty resulting from a user's violation of WhatsApp platform policies. Users acknowledge that loss of WhatsApp API access due to their non-compliance may degrade the functionality of the omni-channel communication suite without any liability on Cladbe's part.

16.2. Third-Party Integrations Generally. The Services may integrate with third-party platforms, APIs, and services (including but not limited to Meta/Facebook, Google, payment gateways, property portals, telephony providers, and mapping services). Cladbe does not control and is not responsible for the terms, policies, practices, availability, or content of any third-party platform. Users are independently responsible for complying with all applicable third-party terms of service. Cladbe shall not be liable for any disruption, suspension, modification, or termination of third-party services that may affect the functionality of the Platform.

17.1. Users are strictly prohibited from utilising the Cladbe OS, Property.new, the Cladbe Network, Experience Centres, or any other part of the Services to discover, identify, or connect with leads, properties, builders, brokers, channel partners, or buyers, and subsequently taking the transaction offline or outside the Platform to bypass the Unified Payout Engine, evade platform fees, or circumvent commission structures.

17.2.Such non-circumvention obligations shall survive for a period of twelve (12) months following the termination or expiry of the user's account, subscription, or agreement with Cladbe.

17.3.Breach of this clause constitutes a material breach and shall trigger: (a) immediate account termination and revocation of all access; (b) forfeiture of any unpaid commissions, incentives, or pending payouts; (c) liability for pre-determined financial penalties as specified in the applicable MSA or Channel Partner Agreement; and (d) Cladbe's right to pursue all available legal remedies, including injunctive relief and damages.

18.1. As required by Rule 3(1)(b) of the IT Rules, you agree and undertake not to host, display, upload, modify, publish, transmit, store, update, or share any information that:

• Belongs to another person and to which you do not have any right;
• Is defamatory, obscene, pornographic, paedophilic, invasive of another's privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating to or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws of India;
• Is harmful to children;
• Infringes any patent, trademark, copyright, or other proprietary right;
• Violates any law for the time being in force;
• Deceives or misleads the addressee about the origin of such messages, or communicates information which is patently false or misleading but may reasonably be perceived as a fact;
• Impersonates another person;
• Contains software viruses or any other computer code, file, or program designed to interrupt, destroy, or limit the functionality of any computer resource;
• 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 cognisable offence, or prevents investigation of any offence, or is insulting to any other nation.

18.2. Grievance Redressal. Cladbe has appointed a Grievance Officer in compliance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. Complaints may be submitted to the Grievance Officer at grievance@cladbe.com. Cladbe shall endeavour to acknowledge and resolve grievances within the timelines prescribed under applicable law. Content that is prima facie unlawful shall be addressed on a priority basis in accordance with statutory requirements.

19.1.THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

19.2. Cladbe does not warrant that: (a) the Services will be uninterrupted, timely, secure, or error-free; (b) AI-generated insights will be accurate or complete; (c) defects will be corrected within any timeframe; or (d) the Services will meet specific requirements.

19.3. Cladbe disclaims all liability for: (a) the quality, safety, legality, or delivery of any project or unit; (b) construction delays, defects, or deviations; (c) builder insolvency, RERA non-compliance, or regulatory enforcement; (d) accuracy of any listing, marketing material, or price communicated by a Builder or CP; (e) the conduct, competence, or integrity of any user; and (f) any dispute between a Buyer and a Builder regarding the real estate transaction.

20.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLADBE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR LOST SALES, REGARDLESS OF THE THEORY OF LIABILITY.

20.2. Aggregate Liability Cap.Cladbe's total aggregate liability shall not exceed the lesser of: (a) the total fees actually paid by the user to Cladbe in the three (3) months preceding the event giving rise to the claim; or (b) Indian Rupees Ten Thousand (₹10,000). For users on the Free/Launch tier or any complimentary, trial, or promotional plan where no fees have been paid to Cladbe, Cladbe's total aggregate liability shall be nil, and such users expressly acknowledge and accept that the Services are provided without charge and entirely at their own risk.

20.3. System Uptime. Cladbe does not guarantee 100% uninterrupted uptime. Cladbe shall not be liable for any loss caused by system downtime, scheduled maintenance, internet latency, infrastructure failures, force majeure events, or third-party service disruptions.

20.4.Flash Drops, Limited Inventory Drops, and any campaign designated as a High-Velocity Traffic Event are provided on a best-effort infrastructure basis. Cladbe's maximum aggregate liability for any loss, disruption, or system failure during or arising from a High-Velocity Traffic Event — including DDoS attacks, network anomalies, infrastructure overload, or third-party service degradation — is strictly limited to the Flash Sale Setup Fee actually paid by the Builder for that specific event. Cladbe assumes zero liability for lost sales velocity, interrupted auction momentum, foregone booking revenue, reputational impact, or any consequential loss arising from High-Velocity Event disruption, regardless of cause. By executing a Flash Drop, the Builder expressly accepts this limitation as a condition of accessing the High-Velocity infrastructure.

21.1. You agree to indemnify, defend, and hold harmless Cladbe, its partners, officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your breach of these Terms or any applicable law; (b) your use or misuse of the Services; (c) your User Content; (d) your violation of any third-party rights; (e) any inaccurate, incomplete, or misleading information you provide; (f) your non-compliance with RERA, GST, DPDP, FEMA, Consumer Protection Act, or any other regulation; (g) your violation of WhatsApp, Meta, or any third-party platform policies; or (h) any dispute between you and any other user or third party arising from your use of the Services.

22.1. Cladbe's Rights. Cladbe may, at its sole discretion, suspend, restrict, or terminate access if:

• Your use violates these Terms, any applicable law, or any third-party rights;
• You have failed to pay any SaaS subscription fees, Studio fees, or other amounts due;
• You (as a Builder) have failed to replenish the Cladbe Wallet or Commission Float;
• You have engaged in or attempted non-circumvention violations or fee evasion;
• Your account has been compromised or is being used fraudulently;
• Continued access poses a security, legal, or reputational risk to the Platform, other users, or Cladbe.

22.2. Effect of Termination.Upon termination: (a) all licence rights shall immediately cease; (b) operational access to THE OS, THE STAGE, and all integrated modules shall be revoked, which may result in inability to generate demand letters, process receipts, access CRM data, generate quotations, or perform Platform-dependent business operations; (c) pending commissions subject to dispute or associated with the triggering breach may be forfeited; (d) Cladbe's licence to use User Content (Section 8.2) shall survive to the extent reasonably necessary for archival, legal compliance, dispute resolution, and the continued integrity of Derived Data.

22.3. Data Export on Termination.Subject to applicable law and the data export features available under your subscription tier, Cladbe shall make commercially reasonable efforts to facilitate the export of your raw User Content upon written request made within thirty (30) days of termination, strictly contingent upon the user having cleared all outstanding invoices, SaaS subscription arrears, commission wallet deficits, Studio fees, and any applicable exit or early termination charges. No data export shall be processed while any financial obligation to Cladbe remains outstanding. Cladbe Generated Assets and Derived Data are not subject to portability or export under any circumstances. Standard data export fees may apply. Notwithstanding the foregoing, Cladbe shall comply with its obligations under the DPDP Act, 2023 with respect to personal data of data principals (including customers whose personal data was collected through the Platform), which may include facilitating access or portability requests irrespective of the Builder's or Broker's payment status, as required by applicable data protection law.

22.4. Survival. Sections 2 (Definitions), 8 (Intellectual Property), 9 (Indemnity), 10 (Financial Disclaimers), 11 (Audit Trail), 17 (Non-Circumvention), 19 (Disclaimers), 20 (Limitation of Liability), 21 (Indemnification), 23 (Governing Law), and any other provisions that by their nature should survive, shall survive any termination or expiration of these Terms.

23.1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of India.

23.2. Arbitration. Any dispute arising out of or relating to these Terms shall be settled by binding arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator mutually appointed, or in the absence of agreement, appointed under the Act. The seat and venue shall be New Delhi, India. The language shall be English. The award shall be final and binding.

23.3. Exclusive Jurisdiction. Subject to Section 23.2, the courts at New Delhi, India shall have exclusive jurisdiction.

23.4. Injunctive Relief. Nothing in this Section shall preclude Cladbe from seeking interim or injunctive relief from any court of competent jurisdiction to protect its intellectual property, confidential information, trade secrets, or to enforce non-circumvention obligations.

24.1.Cladbe reserves the right to modify these Terms at any time. Material changes shall be notified through in-app notifications, email, or by publishing revised Terms on the Platform with an updated "Effective Date." Continued use following notification constitutes acceptance.

24.2. If you do not agree to any revised Terms, your sole remedy is to discontinue use and close your account.

25.1. Cladbe is committed to making the Services accessible to persons with disabilities in accordance with the Rights of Persons with Disabilities Act, 2016 and the Guidelines for Indian Government Websites (GIGW) to the extent applicable to private platforms. Cladbe shall endeavour to ensure that the Platform meets reasonable accessibility standards and shall provide alternative access mechanisms (including telephone-based assistance) for users who are unable to access digital interfaces.

25.2. Users requiring accessibility accommodations or encountering accessibility barriers may contact Cladbe at support@cladbe.com. Cladbe shall make commercially reasonable efforts to address accessibility requests.

26.1. Entire Agreement. These Terms, together with the Privacy Policy, Cookie Policy, Refund & Cancellation Policy, and any applicable MSA, Channel Partner Agreement, or Project Mandate Schedule, constitute the entire agreement between you and Cladbe.

26.2. Severability. If any provision is held invalid, illegal, or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.

26.3. Waiver. No failure or delay by Cladbe in exercising any right shall operate as a waiver thereof.

26.4. Assignment. You may not assign these Terms without Cladbe's prior written consent. Cladbe may freely assign, in whole or in part, to any affiliate, successor, or acquirer without notice or consent.

26.5. Force Majeure. Cladbe shall not be liable for any delay or failure resulting from causes beyond its reasonable control, including natural disasters, epidemics, pandemics, government actions, war, terrorism, labour disputes, internet or telecommunications failures, power outages, or third-party service disruptions. Force Majeure events shall expressly include: regulatory inspection, audit, suspension, or freezing of Nodal Accounts by the Reserve Bank of India or any competent regulatory authority; revocation or suspension of a Payment Aggregator's RBI licence or authorisation; RBI directives restricting payment settlement or fund release; banking moratoriums or government-imposed payment restrictions; and DDoS attacks, network anomalies, or infrastructure overload events affecting High-Velocity Traffic Events including Flash Drops. During any such Force Majeure event affecting payment infrastructure, Cladbe's obligation to facilitate refunds, commission payouts, or any fund disbursement is entirely suspended until the Payment Aggregator or relevant authority releases the frozen funds. Cladbe's operating capital shall not be used to pre-fund or guarantee any refund obligation attributable to a third-party regulatory freeze.

26.6. Notices.All notices required under these Terms shall be in writing and deemed delivered when sent by email to the address associated with the user's account (Cladbe to users) or to Cladbe's designated legal or support contact as published on the Cladbe platform or communicated through the applicable MSA at the time of notice (users to Cladbe). Notices may also be given through in-app notifications, which shall be deemed received upon display within the platform.

26.7. Language. These Terms are drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

For any questions, complaints, or notices relating to these Terms, the Services, or the Platform:

Cladbe Platforms LLP
Registered Office: Tulsi Nagar, Bareilly, Uttar Pradesh – 243006, India
Email: support@cladbe.com
Website: https://www.cladbe.com

Grievance Officer (appointed under Rule 3(2) of the IT Rules, 2021):
Name: Sumit Kashyap
Email: grievance@cladbe.com
Response Time: Cladbe shall endeavour to acknowledge and resolve grievances within the timelines prescribed under applicable law from the date of receipt of the complaint.