This Merchant Agreement (the “Agreement”) is entered into by and between Eight Club Hotspot Technology Private Limited, a company incorporated and existing under the laws of India, with its principal place of business at [Insert Address] (hereinafter referred to as “Eight Club”, “8Club”, “we”, “our”, or “us”), and the merchant or business entity (hereinafter referred to as “Merchant”, “you”, or “your”) as identified in the registration form or application submitted to us.

1. Purpose

This Agreement sets forth the terms and conditions under which Eight Club will provide the Merchant with access to our platform to host and manage Hotspots (events and experiences) and to facilitate interactions with users of Eight Club’s Services.

2. Definitions

• Hotspot: refers to an event or experience organized by the Merchant and listed on Eight Club’s platform.

• Services: refers to the platform and tools provided by Eight Club for hosting, managing, and promoting Hotspots.

• Platform: refers to Eight Club’s website, mobile applications, and any related systems used to offer and manage Hotspots.

• Confidential Information: means any and all information relating to a Party’s business including without limitation, financial, technical data, Intellectual Property, or know-how, which confidential information is designated in writing to be confidential or proprietary or, if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. The Confidential information shall not include any information:
  (i) already present with the recipient before the signing of this Agreement
  (ii) available in the public domain
  (iii) lawfully shared with the recipient by any third party
  (iv) independently developed by the recipient without using the Confidential Information
  (v) that the disclosing party is compelled to disclose to a government authority or by order of a court of competent jurisdiction, provided the disclosing party provides prior notice of the disclosure to the receiving party.

• Intellectual Property: means and includes Parties’ patents, inventions (whether patentable or not), utility models, trademarks, service marks, algorithms, code-bases, logos, trade names, domain names, database rights, design rights, rights in know-how, trade secrets, copyrights, moral rights, and any other intellectual property or proprietary rights (including rights in computer software), in each case whether registered or unregistered and including applications for the registration or grant of any such rights and any and all forms of protection having equivalent or similar effect in the world.

• Intellectual Property Rights: shall mean and include either Party’s all possible rights, benefits, title, or interest in or to the Intellectual Property, anywhere in the world, whether registered or not.

• Personal Data: means any data that relates to a natural person if that person can, whether directly or indirectly in conjunction with any other data, be identified from it as defined under applicable data protection laws.

3. Merchant Obligations

1. Compliance: You agree to comply with all applicable laws, regulations, and industry standards in hosting Hotspots and using our Services.

2. Content: You are responsible for all content and information related to the Hotspots you create, including but not limited to event descriptions, images, and promotional materials.

3. Payment and Fees:
   You agree to pay Eight Club any fees associated with using our Services, as outlined in our fee schedule or as otherwise agreed upon.
   Fees may include transaction fees, subscription fees, or other charges related to the hosting and management of Hotspots.

4. Quality and Conduct: You are responsible for ensuring the quality and safety of your Hotspots. This includes providing accurate information, maintaining a safe environment, and delivering the experience as described.

4. Eight Club’s Obligations

1. Platform Access: We will provide you with access to our Platform to create, manage, and promote your Hotspots.

2. Support: We will provide reasonable support to assist you in using our Services and addressing any issues that arise.

3. Marketing and Promotion: We may, at our discretion, promote your Hotspots through our Platform and marketing channels.

5. Intellectual Property

1. Ownership: You retain ownership of all intellectual property rights in the content you provide. Eight Club retains ownership of all intellectual property rights in our Platform and Services.

2. License: By using our Services, you grant Eight Club a non-exclusive, royalty-free, worldwide license to use, display, and distribute your content as necessary to operate and promote the Hotspots.

6. Term and Termination

1. Term: This Agreement will commence on the Effective Date and continue until terminated by either party.

2. Termination for Convenience: Either party may terminate this Agreement for any reason with 30 days’ written notice.

3. Termination for Cause: Either party may terminate this Agreement immediately if the other party breaches any material term of this Agreement.

7. Liability and Indemnification

1. Limitation of Liability: Eight Club’s liability for any claim arising out of or related to this Agreement will be limited to the amount paid by you to Eight Club for the specific Hotspot or Service giving rise to the claim.

2. Indemnification: You agree to indemnify and hold harmless Eight Club, its officers, directors, employees, and affiliates from any claims, damages, liabilities, and expenses arising from your use of the Services or any Hotspot you create.

8. Confidentiality

1. Each Party may from time to time during the term of this Agreement disclose to the other Party certain non-public, Confidential Information, whether or not designated as “confidential” or “proprietary.”

2. The Receiving Party will hold the Confidential Information in trust and confidence and will not disclose such information to any third party unless outlined in this Agreement or authorized by the Disclosing Party in writing.

3. Receiving Party may disclose Confidential Information if required under applicable law, rule, or order, provided that prior written notice is given to the Disclosing Party.

4. At the request of the Disclosing Party, or in the event of termination, the Receiving Party shall promptly return or destroy the Confidential Information.

5. The confidentiality obligation under this Agreement shall survive for two (2) years after termination.

6. Data shall be processed by 8Club in accordance with the applicable laws.

7. You shall ensure that your data does not infringe any intellectual property rights, contain viruses, or breach any laws.

8. 8Club is not obliged to review your data for accuracy or potential liability.

9. Any personal data obtained from you shall be processed by 8Club in accordance with applicable laws.

9. GST Compliance Clause

Any individual or company intending to host Hotspots with 8Club must comply with Indian GST regulations. Entities with a minimum turnover of Rs. 40 Lakhs are required to obtain GST registration and provide their GST number prior to hosting Hotspots.

10. Governing Law

This Agreement will be governed by and construed in accordance with the laws of Bangalore, Karnataka, without regard to its conflict of laws principles.

11. Dispute Resolution

Any disputes arising under this Agreement will be resolved through binding arbitration in [Insert Location], in accordance with the rules of [Insert Arbitration Organization].

12. Miscellaneous

1. Amendments: We may amend this Agreement from time to time. Any changes will be posted on our Platform, and continued use of the Services constitutes acceptance of the amended terms.

2. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

3. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

4. Assignment: You may not assign this Agreement without our prior written consent. We may assign this Agreement to any successor or affiliate.

13. Contact Information

For any questions or concerns regarding this Agreement, please contact us at:

Eight Club Hotspot Technology Private Limited
Email: contact@8club.co
Address: #2 Shubh Enclave, Haralur Road,
HSR Layout, Bangalore, Bangalore South,
Karnataka, India, 560102

By using our Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.