Terms and Conditions

Effective Date : March 01, 2023

Last updated : March 31, 2023

Please read these terms and conditions carefully before using Our Service.

This Website / App/App (as defined in Clause 1 below) is an electronic publication of and a service provided by WorldRef Technologies Private Limited (a company registered in India, having Company Identification No. U74999UP2016PTC088793), hereinafter referred to as "Company".

Any and all access to and use of this Website / App are subject to, and constitute each Visitor’s (as defined in Clause 1 below) acknowledgment and acceptance of, the following terms ("Terms of Use"). Each Visitor also agrees to accept and comply with any and all other guidelines, notices, operating rules, policies, and instructions pertaining to the access and use of this Website / App, as well as any amendments to the aforementioned, issued by the Company (and/or other relevant members of the WorldRef Group (as defined in Clause 1 below)) and posted in this Website / App, from time to time. If any Visitor does not accept these Terms of Use (and such guidelines, notices, operating rules, policies, and instructions), the Visitor must stop accessing and using this Website / App)

Company (and/or other relevant members of the WorldRef Group (as defined in Clause 1 below), as the case may be) may amend or update these Terms of Use (and other guidelines, notices, operating rules, policies and instructions) at any time, and Company may post the amended or updated version thereof on this Website / App. Such amended or updated version shall automatically be effective upon its posting on this Website / App and Visitors are deemed to be aware of and bound by any changes to these Terms of Use upon posting on this Website / App. The right of the Company (and/or other relevant members of the WorldRef Group (as defined in Clause 1 below), as the case may be) to amend or update these Terms of Use (and such guidelines, notices, operating rules, policies and instructions) in the manner aforesaid may be exercised without the consent of the Visitor or any other person or entity. If any Visitor does not accept any such amendments or updates, the Visitor must stop accessing and using this Website / App.

Definitions and Interpretation

Definitions

In these Terms of Use, the following words and expressions shall, unless the context otherwise requires, have the following respective meanings:-

• Affected Provision have the meaning ascribed thereto in Clause 18 below.

• Force Majeure Event in relation to a person or entity, shall mean an event or a failure which is beyond that person's or entity's reasonable control, including but not limited to: acts of God; fire; flood; explosion; storm; hurricane; typhoon; tsunami; earthquake; natural or other disasters; vandalism; power surge or outage; cable cut; disruptions or failures in telecommunication systems or equipment or electrical power or supply; server crashes; back-up failures; disruptions to or failure of Internet access or connectivity; serious accidents; disease outbreaks, epidemics or quarantine or travel restrictions; any law, order, regulation, direction, action or request of any government (including state and local governments) or any civil or military authority, or of any dependent agency, commission, court, bureau, corporation or other instrumentality thereof; allocation regulations or orders affecting materials and/or the supply thereof; national emergencies, insurrections, riots, civil commotion, war or warlike operations; acts of terrorism; strikes, lockouts, work stoppages or labour disputes, troubles or difficulties; delays in transportation; supplier failures, shortages, breaches or delays; or inability after due and timely diligence to procure materials, accessories, equipment or parts.

• WorldRef Content shall mean this Website / App, and all content, information, applications, programs, texts, images, links, sounds, graphics, videos, software, and other materials displayed or made available on this Website / App, and all files within and attachments transmitted through this Website / App and all data within such files and attachments, but excluding Third Party Content.

• WorldRef Group shall mean WorldRef Technologies Private Limited, India, and its sister concerns, counterparts, and subsidiaries (including the Company) from time to time.

• WorldRef Indemnitees shall mean Company and other members of the WorldRef Group, and any directors, officers, employees, representatives, agents, service providers, and/or assigns thereof.

• Intellectual Property Rights shall mean all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.

• Liabilities shall mean claims, demands, damages, losses, liabilities, settlement sums, suits, actions, proceedings, judgments, fines, penalties, charges, costs, and expenses (including but not limited to legal costs and expenses) on a full indemnity basis.

• Overall Content shall mean the WorldRef Content and the Third Party Content, collectively.

• Password shall refer to the valid password that is used in conjunction with the username to access and use password-protected and/or secure areas of this Website / App that are restricted to authorized users only.

• Company shall have the meaning ascribed thereto in the first paragraph of the opening section above.

• Relevant Activity in relation to any product appearing in this Website / App and/or any of the Overall Content, shall mean any one or more of the following (as the context requires): the import, export, storage, transportation, transit, customs clearance, delivery, use, advertising, display, reproduction, offer, sale, supply, purchase, provision, or re-sale of such product or any transaction, activity, or dealing in respect of any such product.

• Specific Services shall mean those services, provided by relevant members of the WorldRef Group in or through this Website / App.

• Specific Terms shall mean the respective terms and conditions applicable to Specific Services, including those prescribed or imposed by relevant members of the WorldRef Group in relation to such Specific Services, or those contained in respective agreements entered into between Visitors and relevant members of the WorldRef Group in relation to such Specific Services.

• Terms of Use shall have the meaning ascribed thereto in the 2nd paragraph of the opening section above.

• Third Party Content shall mean those content, information, applications, programmes, texts, images, links, sounds, graphics, videos, software, and other materials displayed in or made available in or through, included in, posted through, or linked through, this Website / App (including all files within and attachments transmitted through this Website / App and all data within such files and attachments), which are submitted by, originate from, are provided by, are obtained from, or pertain to third party Website / Apps or other third parties, and in or to which the Intellectual Property Rights are not owned by members of the WorldRef Group.

• Third Party Licensors shall mean the respective owners (not being members of the WorldRef Group) of the titles, rights, and interests in or to the Third Party Content.

• Trade Marks shall have the meaning ascribed thereto in Clause 3 below.

• Username shall refer to the unique login identification name or code that identifies a visitor who registers with this Website / App.

• Visitor shall mean the individual or entity who, or the individual or entity whose agent or representative, accesses and/or uses this Website / App, or the services, features, and functionalities provided in or through this Website / App, or any of the overall content.

• Website / App shall mean the Website / App on the Internet owned and/or operated by the company, whose homepage is presently located at https://worldref.co./

• Deal is the business opportunity (equipment / service) that could be presented by the Company or the Visitor, and both Parties have agreed to work on it.

• Associate is the visitor who has downloaded, registered on, and/or used the WorldRef app, including but not limited to referring companies or deals via the WorldRef Website / App and participating in the buying and selling of products/services, directly or indirectly.

• Buyer is the party, including the WorldRef group, that is buying the equipment/services in a deal.

• Seller is the party (including WorldRef Group) that is selling the equipment/services in a particular deal.

• Success Fee is the part of deal profit that WorldRef will share with the “Associate” in accordance with Clause 21

• Deal Margin is calculated after deducting the cost of goods or services sold from the value of the purchase order or payment by the buyer.

• Deal Profit is the overall profit earned in a deal, and it is calculated after deducting all expenses and overheads from the deal margin.

• Active Mode is when an Associate will be actively involved in a deal and all communications in the deal. In this mode, the Associate shall be dealing actively with the Buyer/Seller on behalf of WorldRef and is responsible for soliciting the purchase orders and payments.The details of the Associate in active mode are exposed to the relevant parties involved.

• Passive Mode is when an Associate will not be marked in any communications related to the deal. In this mode, the Associate does not deal with the Buyer/Seller directly. The details of the Associate in this mode remain completely confidential.

Interpretation

Any reference in these Terms of Use to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. Any references herein to “Clauses” are references to the clauses of these Terms of Use. In these Terms of Use, whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”. Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms of Use.

Relationship between Parties

The relationship between the Associates and the WorldRef Group established by these Terms of Use shall be solely that of independent contractors. Nothing contained in these Terms of Use shall constitute or be construed as creating any partnership, joint venture, or agency relationship between the Associates and the WorldRef Group, and neither the Associates nor the WorldRef Group shall have any right whatsoever to incur any obligations or liabilities on behalf of or binding on the other party.

The Associate shall not have authority to accept orders on behalf of the Company or to bind or commit the Company to deliver the Services or assume or perform any other obligation in respect of any customer or prospective customer, and the Associate shall not make any contrary representations. The Associate shall not make any representation or warranty on behalf of the Company other than as authorized in writing by the Company.

Ownership of Intellectual Property Rights

Unless otherwise expressly stated:-

All titles, rights and interests (including without limitation Intellectual Property Rights) in respect of the WorldRef Content are owned by, licensed to or controlled by Company and/or other relevant members of the WorldRef Group, and nothing herein confers on Visitors any title, right or interest in respect thereof; and all titles, rights and interests (including without limitation Intellectual Property Rights) in respect of the Third Party Content are owned by, licensed to or controlled by the relevant Third Party Licensors, and nothing herein confers on Visitors any title, right or interest in respect thereof.

The trade marks, service marks, trade names, and logos used and displayed on this Website / App (collectively the "Trade Marks") are registered and unregistered trademarks of Company and/or other relevant members of the WorldRef Group and/or other third parties. No right or license is given to Visitors to download, reproduce, or use such Trade Marks. Nothing on this Website / App shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trade Marks, without the prior written permission of Company and/or other relevant members of the WorldRef Group and/or other third parties. The names of Company and/or other relevant members of the WorldRef Group may not be used in any way without the prior written permission of Company and/or other relevant members of the WorldRef Group. Any other names of third party companies, products, programmes, applications, systems, and solutions mentioned or referred to in this Website / App are or may be the trademarks of the respective owners/licensors or licensees, and in such cases, Company and/or other relevant members of the WorldRef Group are not and should not be deemed to be connected or associated or affiliated in any way with such other owners/licensors or licensees.

Restricted use of Overall Content

Visitors may use, download, reproduce, and/or distribute non-substantial portions of the WorldRef Content, on an occasional ad-hoc basis, solely and exclusively for personal or internal and non-commercial purposes, PROVIDED HOWEVER THAT:-

such use, downloading, reproduction, and/or distribution of such WorldRef Content (either in hard copy or electronic form) is not done in any manner that might be competitive with or prejudicial to Company and/or other relevant members of the WorldRef Group and/or their businesses, and/or their use, downloading, reproduction, and/or distribution of such WorldRef Content or other content similar thereto;

such WorldRef Content is used, downloaded, reproduced, and/or distributed, without modification, and with retention or inclusion of the appropriate notices, including copyright notices and other applicable proprietary notices, indicating Company (and/or other relevant members of the WorldRef Group, as the case may be) as the source of such WorldRef Content and prohibiting any further use, downloading, reproduction, and/or distribution of such WorldRef Content; and

such use, downloading, reproduction, and/or distribution of any WorldRef Content do not and shall not be deemed to transfer any title, right, or interest in or to such WorldRef Content, and such WorldRef Content may be used, downloaded, reproduced, and/or distributed only in accordance with Clauses 3, 4 and 5.

Except as expressly permitted in this Clause 4, Visitors may not use, download, copy, reproduce, modify, alter, reverse engineer, decompile, disassemble, separate, sell, transfer, rent, license, publish, republish, display, broadcast, hyperlink, mirror, frame, transmit, store, install, distribute, disseminate, or otherwise allow access to or in any other fashion re-use, all or any part or parts of this Website / App, the WorldRef Content and/or the Third Party Content, without the prior written permission of Company and/or other relevant members of the WorldRef Group and/or the relevant third party owners/licensors or licensees of the relevant Intellectual Property Rights, as the case may be.

Protection of Intellectual Property Rights

Visitors acknowledge that this Website / App and the WorldRef Content (or the Third Party Content, as the case may be) were prepared by the Company and/or other relevant members of the WorldRef Group (or the Third Party Licensors, as the case may be) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money.

Visitors agree to protect all rights and interests (including, without limitation, Intellectual Property Rights) of Company and/or other relevant members of the WorldRef Group (or the Third Party Licensors, as the case may be) in or to this Website / App and the WorldRef Content (or the Third Party Content, as the case may be).

In addition, Visitors shall honor and comply with reasonable written requests made by Company and/or other relevant members of the WorldRef Group (or, as the case may be, the Third Party Licensors) in connection with the protection, enforcement, or exercise of Company’s and/or other relevant members’ of the WorldRef Group's (or, as the case may be, the Third Party Licensors') contractual and other legal (whether statutory or common law) or equitable rights and remedies in respect of this Website / App and the WorldRef Content (or the Third Party Content, as the case may be).

Quotations, and Terms of Purchase Order; Acceptance & Release of Orders.

The Associate participating in a deal in the Selling role shall submit to Buyer/Seller the quotations, prices, delivery schedules, purchase orders, and other terms and conditions supplied by the WorldRef and no deviations shall be made therefrom.

All orders solicited and obtained by the Associate in the Selling role shall be submitted to WorldRef and are subject to acceptance and confirmation in writing by a duly authorized officer of WorldRef. Only WorldRef shall make decisions regarding a customer’s credit and all matters relating to billing customers. The Associate shall, on request, assist WorldRef in obtaining credit information relating to customers or prospective customers. All quotations submitted by the Associate to Buyers or prospective Buyers and all Purchase Orders obtained by the Associate must be expressly subject to the approval and confirmation of WorldRef and are not final until an authorized officer gives such approval in writing.

WorldRef reserves the right, in its sole discretion, to decline to accept any order and to change or discontinue the marketing of any of the Services, without prior notice to the Representative. In the event that WorldRef declines to accept any such order or changes or discontinues the marketing of any of the Services, WorldRef shall not be liable to the Associate for the payment of any Success Fees that would have been payable hereunder had such an order been accepted by WorldRef.

The Company may, in its sole discretion, cancel any order, either in whole or in part, at any time after acceptance by the Company and the Company shall be relieved of all of its obligations with respect to success fees thereto, except for any fee already due at the time of cancellation from payments already made by customer, which shall be paid to the Associate.

Only under the circumstances of 6.3 and 6.4 above the Associate may offer or recommend to the customer an alternative solution from a competitor, while holding the Company safe from competition as elsewhere in the contract.

Transparency: To determine Success Fee amounts and whether the same is eligible for claim by the user, the Associate shall have full access to commercial information pertaining to the deal and payment revenues billed by the Company to final customers or sellers.

Modifications

Company and/or other relevant members of the WorldRef Group reserve the right to control the look and feel of this Website / App and shall be entitled to publish any notices or disclaimers on this Website / App in the manner and to the extent deemed necessary by Company and/or other relevant members of the WorldRef Group at their sole discretion.

Company and/or other relevant members of the WorldRef Group reserve the right to update, suspend, discontinue, alter, or modify this Website / App or any information, data, instructions, functionalities, features, services, products, or other content provided in or through this Website / App, including portions thereof, from time to time and without giving any reason or prior notice. Such updates, suspensions, discontinuations, alterations, or modifications may include, without limitation, changes to, additions to, or withdrawals of information, data, instructions, functionalities, features, services, products, or other content. Company and/or other relevant members of the WorldRef Group shall not be liable if any such updates, suspensions, discontinuations, alterations, or modifications prevent or disrupt Visitors from accessing this Website / App or associated information, data, instructions, functionalities, features, services, products, or other content.

Company and/or other relevant members of the WorldRef Group reserve the right (but shall not be obliged) to:

monitor, screen, or otherwise control any activity, content, or material on or accessible through this Website / App, or investigate any violation of these Terms of Use and take any action they deem appropriate;

prevent, suspend, or restrict any visitor’s access to (i) any password-protected or secure areas of this Website / App and/or (ii) any particular service, functionality, or feature provided in or through this Website / App; and/or

report any activity it suspects to be in violation of any applicable law, statute, or regulation to the appropriate authorities and to co-operate with such authorities.

No endorsement of third parties

Company and/or other relevant members of the WorldRef Group do not make any representation or warranty as to the quality, accuracy, reliability, currency, suitability or lack of defects or deficiencies of any third party, third party information, data, instructions, functionalities, features, services, products or other content (whether provided or offered in or through such third party Website / Apps or in or through this Website / App) and Third Party Content;

Company and/or other relevant members of the WorldRef Group shall not be liable or responsible for any defects, deficiencies, errors, omissions, or inaccuracies or any delays, defamation, libel, slander, misrepresentation, falsehood, obscenity, pornography, profanity, or any other objectionable, offensive, indecent, or illegal material contained in any third party Website / Apps, third party information, data, instructions, functionalities, features, services, products, or other content (whether provided or offered in or through such third party Website / Apps or in or through this Website / App) and Third Party Content; and

Any third parties submitting or providing Third Party Content:

• are solely responsible for such Third Party Content;

• without prejudice to Clause 12, warrant and represent that they have the right and authority to submit or provide such Third Party Content and that such Third Party Content do not infringe the rights and interests (including without limitation Intellectual Property Rights) of any third party; and

• hereby grant to the company and/or other relevant members of the WorldRef Group a non-exclusive, world-wide, royalty-free, irrevocable license and right to host, transmit, distribute, or use (which will include the right to copy, reproduce, and/or publish) such Third Party Content in connection with the operation of this Website / App and for the purposes such third parties have instructed or requested.

Exclusion of liability

In no event nor for any reason whatsoever shall Company and/or other relevant members of the WorldRef Group, their licensors, dealers, distributors, representatives, agents, directors, officers or employees, or any third party involved in the creation, production or delivery of this Website / App or any of the Overall Content be liable, even if foreseeable or if the foregoing parties may have been advised of, or otherwise might have anticipated, the possibility or likelihood of such loss, damages or expenses, for any loss, damages or expenses (including direct, indirect, special, incidental, secondary, consequential, punitive or exemplary damage, or economic or financial loss, or any claims for loss of profits, loss of data, loss of business information, loss of use, loss of anticipated revenue, profits or benefits or business interruption or delay), whatsoever or howsoever caused (regardless of the form of action, including tort or strict liability), arising directly or indirectly from or in connection with:-

any access, use, misuse, or inability to access or use, or any information, data, instructions, functionalities, features, services, products, or other content obtained or downloaded from or through, this Website / App, other Website / App or webpage linked to this Website / App or any other party referred by this Website / App, or reliance on any of the Overall Content, whether based upon contract, tort, negligence, strict liability, or otherwise;

any consequences or damages arising in connection with the downloading, installing, or using, or the inability to download, install, or use, of any Overall Content transmitted through this Website / App by Visitors or other third parties;

any failure, delay, disruption, or interruption in, of, or to this Website / App, howsoever caused or arising;

any failure, delay, disruption or interruption in, of or to the use, availability transmission or reception of any Overall Content through this Website / App, howsoever caused or arising;

any defect, deficiency, breakdown or failure of any software or any equipment or system (whether or not maintained or operated by the WorldRef Group or any other person), or any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent, program or macros, howsoever caused or arising;

any loss, corruption, deletion or damage of or to any Overall Content (whether belonging to, provided by or stored by the Visitor or otherwise) which is transmitted to or stored in any system or equipment (whether or not maintained or operated by the WorldRef Group, the Visitor or other third parties), howsoever caused or arising;

any error, interruption, breach or failure or delay in performance of its obligations under these Terms of Use or in this Website / App’s operation, or for any inaccuracy, unreliability or unsuitability of this Website / App or any of the Overall Content, which is due, in whole or in part, directly or indirectly to a Force Majeure Event; and

any defects, deficiencies, errors, omissions or inaccuracies in this Website / App, any of the Overall Content or any of the third party Website / Apps, third party information, data, instructions, functionalities, features, services, products or other content (whether provided or offered in or through such third party Website / Apps or in or through this Website / App).

Limitation of liability

Notwithstanding any other provision of these Terms of Use, the maximum cumulative liability of all of Company and/or other relevant members of the WorldRef Group and their licensors, dealers, distributors, representatives, agents, directors, officers or employees, or third parties (if any) involved in the creation, production or delivery of this Website / App or any of the Overall Content, in respect of all Liabilities under, arising out of or in connection with these Terms of Use and the provision of this Website / App and the Overall Content, shall in no event exceed in the aggregate the sum of one United States Dollar (US$1.00) only, whether in contract, tort (including negligence or breach of statutory duty) or otherwise, or for any loss, damage or liability whatsoever.

Infringement of rights and/or violation of laws or regulations

Each Visitor agrees and undertakes that the Visitor shall not use this Website / App or any of the Overall Content in any manner that infringes or violates, or might potentially infringe or violate, any rights and interests (including without limitation Intellectual Property Rights) of any person or entity, or any applicable law or regulation.

Without limitation to the generality of the foregoing, each Visitor agrees and undertakes that the Visitor shall not use this Website / App or any of the Overall Content to acquire or seek to acquire any product or undertake or seek to undertake any activity, or to send any inquiries to, to communicate with, or to otherwise contact, any person or entity with a view to or in connection with acquiring any product or undertaking any transaction or activity, that would or might actually or potentially infringe or violate, or involve any actual or potential infringement or violation of, any rights and interests (including without limitation Intellectual Property Rights) of any person or entity, or any applicable law or regulation.

Without prejudice to Clause 13, each Visitor who acquires or wishes to acquire any product from, or who enters or wishes to enter into any transaction or activity with, or who sends or wishes to send any inquiry to, communicates or wishes to communicate with or otherwise contacts or wishes to contact, or who receives or wishes to receive any communication from, any person or entity, or who undertakes or wishes to undertake any Relevant Activity in relation to any product appearing in this Website / Apps or any of the Overall Content, whether directly or indirectly as a result of or in connection with the use of this Website / App and/or any of the Overall Content shall:-

• bear solely and exclusively all responsibility and risks for such product, acquisition, transaction, activity, inquiry, communication, contact or Relevant Activity, and for verifying and/or ensuring that the same do not and will not infringe or violate any rights and interests (including without limitation Intellectual Property Rights) of any person or entity, or any applicable law or regulation (and none of the members of the WorldRef Group makes any representation or warranty whatsoever (whether express, implied or statutory) that the same do not and will not infringe or violate any rights and interests (including without limitation Intellectual Property Rights) of any person or entity, or any applicable law or regulation); and

• fully indemnify, defend and/or hold harmless, as the case may be, the WorldRef Indemnitees in respect of any and all Liabilities that may be suffered, sustained or incurred, directly or indirectly, by any of the WorldRef Indemnitees, as a result of, or arising from or in connection with, any such product, acquisition, transaction, activity, inquiry, communication, contact or Relevant Activity infringing or violating (or being alleged to infringe or violate) the rights and interests (including without limitation Intellectual Property Rights) of any person or entity, or any applicable law or regulation (and none of the WorldRef Indemnitees assumes or shall bear any liability, obligation, responsibility or risk whatsoever for or in respect of any such product, acquisition, transaction, activity, inquiry, communication, contact or Relevant Activity).

• Without prejudice to the generality of the foregoing provisions of Clause 12.3, each Visitor who acquires or wishes to acquire any product appearing in this Website / App is advised to conduct, and shall in any event be solely and exclusively responsible for conducting, its own due diligence enquiries, checks and investigations, including (without limitation) consulting the relevant government or regulatory authorities, and seeking its own independent legal advice, as may be necessary and appropriate, so as to satisfy itself and ensure that such product and the Relevant Activities in relation to such product do not and will not infringe any rights and interests (including without limitation Intellectual Property Rights) of any person or entity and are and will be in compliance with all applicable laws and regulations.

Each Visitor acknowledges and agrees that Company and/or other relevant members of the WorldRef Group shall not be, or be deemed to be, a party to, or otherwise involved in, any transaction(s) or activity(ies) that may be entered into between any Visitor and any person or entity directly or indirectly as a result of or in connection with the use by any Visitor of this Website / App.

Indemnity

Visitors shall indemnify the WorldRef Indemnitees against any Liabilities that may be suffered, sustained or incurred, directly or indirectly, by the WorldRef Indemnitees as a result of, or arising from or in connection with:-

the WorldRef Indemnitees having made available this Website / App or having entered into these Terms of Use with such Visitors; or

the enforcement of the WorldRef Indemnitees’ rights under these Terms of Use; or

any action taken by the WorldRef Indemnitees in reliance upon any instructions which such Visitors may give in relation to this Website / App or their access thereto or use thereof ; or

any misrepresentation, negligence, fraud and/or misconduct, and/or any breach of these Terms of Use, by or on the part of such Visitors.

Use and operation of this Website / App

Use of information relating to or collected at this Website / App: Visitors agree that all information and/or particulars sent or submitted by such Visitors in relation to any access and/or use of the Website / App or which have been collected from such Visitors’ access and/or use of this Website / App is non-confidential and non-proprietary unless otherwise expressly indicated by such Visitors and may be used by Company and/or the relevant member of the WorldRef Group in accordance with this Website / App’s Privacy Policy (accessible through the "Privacy Policy" link in the footer of this Website / App).

Contents of transmissions or communications: With respect to all contents of transmissions or communications Visitors make or submit through this Website / App, WorldRef Group shall be free to reproduce, use, disclose, host, publish, transmit and distribute all such contents of transmissions or communications or any part thereof to others without limitations, and Visitors hereby grant to Company and/or the relevant member of the WorldRef Group a non-exclusive, world-wide, royalty-free, irrevocable licence and right to do the same.

Restricted use: Visitors agree and undertake not to:

• use any software or material that contains a virus or damaging component which may corrupt this Website / App’s data or detrimentally interfere with this Website / App or the operation of this Website / App;

• transmit any materials or information through this Website / App which are or may be objectionable, offensive, indecent, defamatory, libelous, slanderous, false, obscene, pornographic or which may not be lawfully disseminated under applicable laws or which such Visitors know or have reason to suspect contains any viruses or damaging components which may corrupt this Website / App’s data detrimentally interfere with this Website / App or the operation of this Website / App; or

• use this Website / App other than in conformance with the acceptable use policies of any connected computer networks and any applicable Internet standards.

Access to this Website / App: Visitors shall be responsible for obtaining and using the necessary software and/or device, telecommunications services, hardware and/or equipment necessary to obtain access to this Website / App at their own risk and expense. In particular, Visitors agree and acknowledge that Company and/or other relevant members of the WorldRef Group are not providing them any Internet access or other telecommunication services and that any Internet access or telecommunications services that they may require to access and/or use this Website / App or the Overall Content will be their sole responsibility and that they will separately obtain such access and/or services, at their own cost, from an appropriate Internet access service provider.

At Visitors’ own risk: Any risk of misunderstanding, error, loss, damage or expense resulting from the use of this Website / App is entirely at the Visitors’ own risk and Company and/or other relevant members of the WorldRef Group shall not be liable therefor.

Members only: Access to and use of password-protected and/or secure areas of this Website / App are restricted to authorised users only. Visitors agree and undertake not to obtain or attempt to obtain unauthorised access to such parts of this Website / App, or to any other protected information, through any means not intentionally made available by Company for the specific use of such Visitors.

Username/Password: A Username and Password may either be: (i) determined by and issued to a Visitor who registers with this Website / App by Company; or (ii) provided by a Visitor who registered with this Website / App and accepted by Company in its sole and absolute discretion in connection with the use of and/or access to this Website / App. Company may at any time in its sole and absolute discretion forthwith invalidate the Username and/or Password without giving any reason or prior notice and shall not be liable or responsible for any loss or damage suffered by or caused by such Visitor or arising out of or in connection with or by reason of such invalidation. Each Visitor who registers with this Website / App hereby agrees to change his Password from time to time and to keep the Username and Password confidential and shall be responsible for the security of his account and liable for any disclosure or use (whether such use is authorised or not) of the Username and/or Password. Each Visitor who registers with this Website / App shall notify Company immediately if he has knowledge that or has reason for suspecting that the confidentiality of the Username and/or Password has been compromised or if there has been any unauthorised use of the Username and/or Password.

Purported access and/or use of this Website / App: Each Visitor who registers with this Website / App agrees and acknowledges that any use or purported use of or access to or purported access to this Website / App and any information, data, instructions or communications referable to the Username and Password shall be deemed to be, as the case may be: (i) use of or access to this Website / App by such Member; and/or (ii) information, data, instructions or communications carried out, transmitted or validly issued by such Visitor. Company and/or other relevant members of the WorldRef Group shall be entitled (but not obliged) to act upon, rely on and/or hold such Visitor solely responsible and liable in respect thereof as if the same were carried out, transmitted or validly issued by such Visitor. Each Visitor who registers with this Website / App further agrees and acknowledge that such Visitor shall be bound by any access or use of this Website / App (whether such access or use is authorised by such Visitor or not) and/or information, data, instructions or communications referable to such Visitor’s Username and Password.

Binding and conclusive: Each Visitor agrees and acknowledges that any records maintained by Company and/or other relevant members of the WorldRef Group relating to or in connection with this Website / App shall be binding and conclusive on such Visitor for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between Company and/or other relevant members of the WorldRef Group and such Visitor. Each Visitor hereby agrees that all such records are admissible in evidence and that he shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and he hereby waives any of his rights, if any, to so object.

Termination of access

Visitors agree that the WorldRef Group may, at its sole discretion, deny or suspend such Visitors’ access to password-protected or secure areas of this Website / App, or any of the services, features, or functionalities provided in or through this Website / App, for any reason, including without limitation, if the WorldRef Group believes that such Visitors have violated or acted inconsistently with any terms or conditions set out herein, or if in the WorldRef Group’s opinion, it is not suitable to continue providing such areas, services, features, or functionalities.

Delegation

Company and/or other relevant members of the WorldRef Group may delegate or outsource the performance of any of their functions in connection with this Website / App and reserve the right to use any agents, delegates, or contractors on such terms as they deem appropriate.

Entire agreement

These Terms of Use, together with any other Specific Terms relating to Specific Services (if applicable), constitute the entire agreement between the Visitor and Company and/or other relevant members of the WorldRef Group with respect to the subject matter hereof and thereof, and supersede any and all prior written and/or oral representations, understandings, agreements, or communications between such parties regarding the subject matter hereof and thereof.

Waivers

Failure or delay of either party to insist at any time upon strict compliance with any provision herein, to exercise any right or remedy contained in these Terms of Use or to seek remedy of any breach shall not constitute or be construed as a waiver of such provision or breach, or of any other rights or remedies, or a bar to the exercise or enforcement at any subsequent time or times.

No waiver of any right under or any provision of these Terms of Use shall be valid or effective unless in writing signed by the party granting such waiver.

Any waiver of any right under or any provision of these Terms of Use shall not be deemed to be a waiver of any other right(s) under or any other provision(s) of these Terms of Use or of the same right or provision on another occasion.

Illegality

If any provision of these Terms of Use is or becomes illegal, invalid, or unenforceable ("Affected Provision"), then, to the maximum extent possible, such Affected Provision shall be modified and/or replaced by an equivalent legal, valid, and enforceable provision in a manner that accords with or gives effect to, as closely as possible, the original intent of the Affected Provision. If, however, such modification or replacement is not possible, then (if and to the extent permissible) the Affected Provision shall be deemed severed from these Terms of Use. The illegality, invalidity, or unenforceability of, or the modification, replacement, or severance of, the Affected Provision shall not in any way affect or impair the legality, validity, or enforceability of the other provisions of these Terms of Use, which shall remain in full force and effect.

Application of other Terms & Conditions

These Terms of Use shall apply to each Specific Service, in addition to any and all other Specific Terms applicable to such Specific Service; provided however that:-

in the event of any conflict or inconsistency between any provision of the Specific Terms and any provision of these Terms of Use, such conflict or inconsistency shall (except as otherwise expressly provided or agreed) be resolved in a manner favourable to Company and/or other relevant members of the WorldRef Group; and

only to the extent that such conflict or inconsistency cannot be so resolved, the provisions of the Specific Terms shall prevail.

Rights of third parties

Save for other relevant members of the WorldRef Group, a person or entity who is not a party to these Terms of Use shall have no right to enforce any term of these Terms of Use, regardless of whether such person or entity has been identified by name, as a member of a class, or as answering a particular description. For the avoidance of doubt, nothing in this Clause 21 shall affect the rights of any permitted assignee or transferee of these Terms of Use.

Payment

The Associate shall be eligible for a share in the deal profit as Success Fee in the following cases:

• If a Deal referred by an Associate (in the Selling role) results in a Purchase Order and payments from the referred Party.

• If a Buyer referred by Associate results in a deal followed by Purchase Order and payments by the referred party.

• If an Associate refers Sellers and/or submit quotations for deals in the Buying role results in a Purchase Order on the referred seller.

The Success Fee will be shared as per following table:

Associate Role	Mode	Success Fee as percentage of Deal Profit
Selling	Active	50%
Selling	Passive	20%
Buying	Active	30%
Buying	Passive	10%
Selling + Buying	Active	80%
Selling + Buying	Passive	30%

Deal Profit will be calculated after deducting 20% as GA and Overhead expenses of WorldRef from the Deal Margin. Deal Profit shall be calculated as per following formula.

Deal Profit in % = ((Value of Buyer PO on WorldRef - Cost Of Goods / Services Sold) / Buyer PO Value) * 80%

The Success Fee shall become eligible for claim by the Associate on “pro-rata” basis. That is, as and when payment will be realised by WorldRef for a particular deal, the same proportion of success fee will become eligible for claim by the Associate.

In case more than one Buying Associates have qualified for Success Fee in a single deal, then the Success Fee shall be shared according to the weightage of the referred Seller’s PO value in the overall deal profit. Weightage in the Deal Profit and Success Fee shall be calculated as per following formula:

Weightage in Profit = (Value of WorldRef PO on Seller / Value of Buyer PO on WorldRef) * Deal Profit Success Fee = Weightage in Profit * Success Fee in % as per Clause 22.1

The taxes and duties applicable on or due to the payment to the Associate shall be borne by the Associate. Withholding tax or tax deduction at source, as mandated by the respective govts shall be deducted from the payment before the remittance. A confirmation of the payment shall be provided to the Associate.

Updates

All updates to or additions to WorldRef Content and Third Party Content, and all new versions of this Website / App shall be subject to these Terms of Use as if each such update, addition, and/or new version were the original WorldRef Content, Third Party Content or Website / App (as the case may be) referred to herein.

Non-Disclosure and Non Circumvent

All information and documents accessed by the Associate on the WorldRef App is classified as CONFIDENTIAL and hence can not be communicated or disclosed to any Person (except in the performance of obligations hereunder), or use for his/her account, without the prior written consent of the Company, any business information, observations, data, written material, records or documents relating to the business and affairs of the Company or any of its Affiliates, including, without limitation, any trade secrets, customers, information relating to sources of customers or prospects, financial, personnel and customer information, and any confidential information concerning the business or affairs of any supplier, creditor, lender, shareholder or customer of the Company or any of its Affiliates which was obtained or acquired by the Associate during the Term of this Agreement.

In addition, the Associate shall not discuss the fees or other compensation received by the Associate, or by any of the Company’s employees, salesmen, or agents with any other person whether or not they are employed by the Company (except for confidential discussions with the Representative’s accounting and legal advisors); nor shall the Associate discuss sales achieved by the Company or any profit and cost information with any other party except as authorized by the Company. The Associate further covenants and agrees that the Associate shall retain all such knowledge and information concerning the foregoing in trust for the sole benefit of the Company and its Affiliates and their successors and assigns.

The Company shall be entitled to the damages incurred due to Associate pursuing or engaging in any transaction involving Deals, or contacting directly or indirectly with Business Associates, Clients, Supply Partners, and any third party introduced by the Company without Company’s prior written consent. Any loss to the Company due to circumvention shall be duly compensated by the Associate as liquidated damages.

No Conflicts with other Agreements

The Associate represents and warrants that his/her obligations under this Agreement do not breach, violate, conflict with, or contravene any oral or written understanding or agreement binding on the Representative, including, without limitation, any covenant not to compete.

Governing Law & Jurisdiction

The laws of the Republic of India shall apply in interpreting and governing these Terms of Use. The Visitor hereby submits to the non-exclusive jurisdiction of the courts of New Delhi and/or such other courts of competent jurisdiction as Company and/or other relevant members of the WorldRef Group may, in their absolute discretion, deem fit.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

• By email: connect@worldref.co