Terms of Use

This Terms of Use agreement was last updated: January 13th, 2015 This Terms of Use agreement is effective
as of: December 22, 2014

A. Acceptance of Terms
PLEASE READ THE TERMS OF USE THOROUGHLY AND CAREFULLY. The terms and conditions set forth below
("Terms of Use") and the Privacy Policy (as defined below) constitute a legally-binding agreement between
UrbanClap Technologies India Pvt Ltd ("UrbanClap"), and you. These Terms of Use contain provisions that
define your limits, legal rights and obligations with respect to your use of and participation in (i) the UrbanClap
website and mobile application, including the classified advertisements, forums, various email functions and
Internet links, and all content and UrbanClap services available through the domain and sub-domains of
UrbanClap located at www.urbanclap.com (collectively referred to herein as the "Website"), and (ii) the online
transactions between those users of the Website who are offering services (each, a "Service Professional") and
those users of the Website who are obtaining services (each, a "Service User") through the Website (such
services, collectively, the "Services"). The Terms of Use described below incorporate the Privacy Policy and
apply to all users of the Website, including users who are also contributors of video content, information,
private and public messages, advertisements, and other materials or Services on the Website.

The Website is currently owned and operated by UrbanClap Technologies India Pvt. Ltd.

You acknowledge that the Website serves as a venue for the online distribution and publication of user
submitted information between Service Professionals and Service Users, and, by using, visiting, registering for,
and/or otherwise participating in this Website, including the Services presented, promoted, and displayed on
the Website, and by clicking on "I have read and agree to the terms of use," you hereby certify that: (1) you are
either a Service Professional or a prospective Service User, (2) you have the authority to enter into these Terms
of Use, (3) you authorize the transfer of payment for Services requested through the use of the Website, and (4)
you agree to be bound by all terms and conditions of these Terms of Use and any other documents
incorporated by reference herein. If you do not so agree to the foregoing, you should not click to affirm your
acceptance thereof, in which case you are prohibited from accessing or using the Website. If you do not agree
to any of the provisions set forth in the Terms of Use, kindly discontinue viewing or participating in this Website
immediately.

YOU SPECIFICALLY AGREE THAT BY USING THE WEBSITE, YOU ARE AT LEAST 18 YEARS OF AGE AND YOU
ARE COMPETENT UNDER LAW TO ENTER INTO A LEGALLY BINDING AND ENFORCEABLE CONTRACT.

All references to "you" or "your," as applicable, mean the person that accesses, uses, and/or participates in the
Website in any manner. If you use the Website or open an Account (as defined below) on behalf of a business,
you represent and warrant that you have the authority to bind that business and your acceptance of the Terms
of Use will be deemed an acceptance by that business and "you" and "your" herein shall refer to that business.
1. MODIFICATIONS TO TERMS OF USE AND/OR PRIVACY POLICY

UrbanClap reserves the right, in its sole discretion, to change, modify, or otherwise amend the Terms of Use,
and any other documents incorporated by reference herein for complying with legal and regulatory framework
and for other legitimate business purposes, at any time, and UrbanClap will post notice of the changes and the
amended Terms of Use at the domain of www.urbanclap.com/terms. It is your responsibility to review the
Terms of Use for any changes and you are encouraged to check the Terms of Use frequently. Your use of the
Website following any amendment of the Terms of Use will signify your assent to and acceptance of any
revised Terms of Use. If you do not agree to abide by these or any future Terms of Use, please do not use or
access the Website

2. PRIVACY POLICY

UrbanClap has established a Privacy Policy that explains to users how their information is collected and used.
The Privacy Policy is referenced above and hereby incorporated into the Terms of Use set forth herein. Your use
of this Website is governed by the Privacy Policy.

The Privacy Policy is located at: www.urbanclap.com/privacy.

B. Membership and Accessibility

1. LICENSE TO ACCESS

UrbanClap hereby grants you a non-exclusive, revocable license to use the Website as set forth in the Terms of
Use; provided, however, that (i) you will not copy, distribute, or make derivative works of the Website in any
medium without UrbanClap's prior written consent; (ii) you will not alter or modify any part of the Website other
than as may be reasonably necessary to use the Website for its intended purposes; and (iii) you will otherwise
act in accordance with the terms and conditions of the Terms of Use and in accordance with all applicable
laws.

2. MEMBERSHIP ELIGIBILITY CRITERIA

Use of the Website is available only to individuals who are at least 18 years old and can form legally binding
contracts under applicable law. You represent, acknowledge and agree that you are at least 18 years of age, and
that: (a) all registration information that you submit is truthful and accurate, (b) you will maintain the accuracy
of such information, and (c) your use of the Website and Services offered through this Website do not violate
any applicable law or regulation. Your Account (defined below) may be terminated without warning if we at our
discretion, believe that you are under the age of 18 or that you are not complying with any applicable laws, rules
or regulations.

You need not register with UrbanClap to simply visit and view the Website, but to access and participate in
certain features of the Website, you will need to create a password-protected account ("Account"). To create an
account, you must submit your name and email address through the account registration page on the Website
and create a password. You will also have the ability to provide additional optional information, which is not
required to register for an account but may be helpful to UrbanClap in providing you with a more customized
experience when using the Website. You may also register for an Account using your existing Facebook
account and log-in credentials (your "Third-Party Site Password").

You are solely responsible for safeguarding your UrbanClap password and, if applicable, your Third-Party Site
Password (collectively, "Passwords") at all times and shall keep your Passwords secure at all times. You shall
be solely responsible for all activity that occurs on your Account and you shall notify UrbanClap immediately of
any breach of security or any unauthorized use of your Account. Similarly, you shall never use another's
Account without UrbanClap’s permission. You agree that you will not misrepresent yourself or represent
yourself as another user of the Website and/or the Services offered through the Website.

You hereby expressly acknowledge and agree that you yourself and not UrbanClap will be liable for your losses,
damages etc. (whether direct or indirect) caused by an unauthorized use of your Account. Notwithstanding the
foregoing, you may be liable for the losses of UrbanClap or others due to such unauthorized use.

An Account holder is sometimes referred to herein as a "Registered User."

You acknowledge and agree that you shall comply with the following policies (the "Account Policies"):

● You will not copy or distribute any part of the Website in any medium without UrbanClap's
prior written authorization.
● You will not alter or modify any part of the Website other than as may be reasonably
necessary to use the Website for its intended purpose.
● You will provide true, accurate, current and complete information when creating your
Account and you shall maintain and update such information during the term of this
Agreement so that it will remain accurate, true, current and complete.
● You shall not use any automated system, including but not limited to, "robots," "spiders,"
"offline readers," "scrapers," etc., to access the Website for any purpose without UrbanClap's
prior written approval.
● You shall not in any manual or automated manner collect Service Professionals or Service
Users information, including but not limited to, names, addresses, phone numbers, or email
addresses, copying copyrighted text, or otherwise misuse or misappropriate Website
information or content, including but not limited to, use on a "mirrored", competitive, or third
party site.
● You shall not in any way that transmits more request messages to the UrbanClap servers, or
any server of a UrbanClap subsidiary or affiliate, in a given period of time than a human can
reasonably produce in the same period by using a conventional online web browser;
provided, however, that the operators of public search engines may use spiders or robots to
copy materials from the site for the sole purpose of creating publicly available searchable
indices of the materials, but not caches or archives of such material. UrbanClap reserves the
right to revoke these exceptions either generally or in specific cases.
● You shall not recruit, solicit, or contact in any form Service Professionals or Service Users for
employment or contracting for a business not affiliated with UrbanClap without express
written permission from UrbanClap.
 ● You shall not take any action that (i) unreasonably encumbers or, in UrbanClap's sole
discretion, may unreasonably encumber the Website's infrastructure; (ii) interferes or
attempts to interfere with the proper working of the Website or any third-party participation in
the Website; or (iii) bypasses UrbanClap's measures that are used to prevent or restrict
access to the Website.
● You agree not to collect or harvest any personally identifiable data, including without
limitation, names or other Account information, from the Website, nor to use the
communication systems provided by the Website for any commercial solicitation purposes.

3. ADDITIONAL POLICIES

Your access to, use of, and participation in the Website is subject to the Terms of Use and all applicable
UrbanClap regulations, guidelines and additional policies that UrbanClap may set forth from time to time,
including without limitation, a copyright policy and any other restrictions or limitations that UrbanClap publishes
on the Website (the "Additional Policies"). You hereby agree to comply with the Additional Policies and your
obligations thereunder at all times. You hereby acknowledge and agree that if you fail to adhere to any of the
terms and conditions of this Agreement or documents referenced herein, including the Account Policies,
membership eligibility criteria or Additional Policies, UrbanClap, in its sole discretion, may terminate your
Account at any time without prior notice to you as well as initiate appropriate legal proceedings, if necessary.

C. Member Conduct
1. PROHIBITIONS ON SUBMITTED CONTENT

You shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content,
including text, images, video, sound, data, information, or software, to any part of the Website, including your
profile ("Profile"), the posting of your Service ("Offer"), the posting of your desired Service ("Want"), or the
posting of any opinions or reviews in connection with the Website, the Service, the Service Professional, or the
Service User ("Feedback") (all of the foregoing content is sometimes collectively referred to herein as
"Submitted Content" and the posting of Submitted Content is sometimes referred to as a "Posting" or as
"Postings") that:

● misrepresents the source of anything you post, including impersonation of another individual
or entity or any false or inaccurate biographical information for any Service Professionals;
provides or create links to external sites that violate the Terms of Use; is intended to harm or
exploit any individual under the age of 18 ("Minor") in any way; is designed to solicit, or
collect personally identifiable information of any Minor, including, but not limited to, name,
email address, home address, phone number, or the name of his or her school;
● invades anyone's privacy by attempting to harvest, collect, store, or publish private or
personally identifiable information, such as names, email addresses, phone numbers,
passwords, account information, credit card numbers, home addresses, or other contact
information without their knowledge and willing consent;
● contains falsehoods or misrepresentations that could damage UrbanClap or any third party;
 ● is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous,
threatening, discriminatory, racially, culturally or ethnically offensive; incites, advocates, or
expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous
violence; encourages conduct that would be considered a criminal offense, give rise to civil
liability or violate any law; promotes racism, hatred or physical harm of any kind against any
group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise
inappropriate;
● is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights,
including privacy and publicity rights, unless you are the owner of such rights or have
permission from the rightful owner to post the material and to grant UrbanClap all of the
license rights granted herein;
● contains or promotes an illegal or unauthorized copy of another person's copyrighted work,
such as pirated computer programs or links to them, information to circumvent manufacture
installed copy-protection devices, pirated music or links to pirated music files, or lyrics, guitar
tabs or sheet music, works of art, teaching tools, or any other item the copy, display, use,
performance, or distribution of which infringes on another's copyright, intellectual property
right, or any other proprietary right;
● is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual
or group of individuals for any reason on the basis of age, gender, disability, ethnicity, sexual
orientation, race, or religion; or to incite or encourage anyone else to do so;
● intends to harm or disrupt another user's computer or would allow others to illegally access
software or bypass security on websites or servers, including but not limited, to spamming;
impersonates, uses the identity of, or attempts to impersonate a UrbanClap employee, agent,
manager, host, another user, or any other person though any means;
● advertises or solicits a business not related to or appropriate for the Website (as determined
by UrbanClap in its sole discretion);
● contains or could be considered "junk mail", "spam", "chain letters", "pyramid schemes",
"affiliate marketing", or unsolicited commercial advertisement;
● contains advertising for ponzi schemes, discount cards, credit counseling, online surveys or
online contests;
● distributes or contains viruses or any other technologies that may harm UrbanClap, or the
interests or property of UrbanClap users
● contains links to commercial services or websites, except as allowed pursuant to the Terms
of Use;is non-local or irrelevant content;
● contains identical content to other open Postings you have already posted; or uses any form
of automated device or computer program that enables the submission of Postings without
the express written consent of UrbanClap

2. PROHIBITIONS ON SENDING MESSAGES

You will not send messages to other users containing:

● offers to make national or international money transfers for amounts exceeding the asking
price of a service, with intent to request a refund of any portion of the payment; or
 ● unsolicited advertising or marketing of a service not offered on the Website or an external
website.

3. NO DISCRIMINATION

1. Discriminatory Postings. Indian laws prohibit any preference, limitation or discrimination based on race,
color, religion, sex, national origin, age, handicap or other protected class. UrbanClap will not knowingly accept
any Posting which is in violation of the law. UrbanClap has the right, in its sole discretion and without prior
notice to you; to immediately remove any posting that discriminates or is any way in violation of any law.

2. PROHIBITIONS WITH RESPECT TO SERVICES

While using the Website, you shall not:

● post content or items in any inappropriate category or areas on the Website;

● violate any laws, third-party rights, Account Policies, or any provision of the Terms of Use,
such as the prohibitions described above;
● fail to deliver payment for Services purchased by you, unless the Service Professional has
materially changed the description of the Service description after you negotiate an
agreement for such Service, a clear typographical error is made, or you cannot authenticate
the Service Professional's identity;
● fail to perform Services purchased from you, unless the Service User fails to materially meet
the terms of the mutually agreed upon agreement for the Services, refuses to pay, a clear
typographical error is made, or you cannot authenticate the Service User's identity;
manipulate the price of any Service or interfere with other users' Postings;
● circumvent or manipulate our fee structure, the billing process, or fees owed to UrbanClap;
post false, inaccurate, misleading, defamatory, or libelous content (including personal
information about any Website user);
● take any action that may undermine the Feedback or ratings systems (such as displaying,
importing or exporting Feedback information off of the Website or using it for purposes
unrelated to the Website);

3. FEEDBACK

As a participant in the Website, you agree to use careful, prudent, and good judgment when leaving Feedback
for another user. The following actions constitute inappropriate uses of Feedback: (a) threatening to leave
negative or impartial Feedback for another user unless that user provides services not included in the original
Posting or not agreed to as part of the Service to be provided; (b) leaving Feedback in order to make the Service
Professional or Service User appear better than he or she actually is or was; and (c) including conditions in an
Offer or Want that restrict a Service Professional or a Service User from leaving Feedback.

1. Sanctions for Inappropriate Use of Feedback. If you violate any of the above-referenced rules in connection
with leaving Feedback, UrbanClap, in its sole discretion, may take any of the following actions: (i) cancel your
Feedback or any of your Postings; (ii) limit your Account privileges; (iii) suspend your Account; and/or (iv)
decrease your status earned via the Feedback page.
2. Reporting Inappropriate Use of Feedback. You may contact UrbanClap regarding any inappropriate use of
Feedback via-email at [email protected].

3. Resolving Disputes in Connection with Feedback. In the event of any dispute between users of the Website
concerning Feedback, UrbanClap shall be the final arbiter of such dispute. Further, IN THE EVENT OF ANY
DISPUTE BETWEEN USERS OF THE WEBSITE CONCERNING FEEDBACK, URBANCLAP HAS THE RIGHT, IN ITS
SOLE AND ABSOLUTE DISCRETION, TO REMOVE SUCH FEEDBACK OR TAKE ANY ACTION IT DEEMS
REASONABLE WITHOUT INCURRING ANY LIABILITY THEREFROM.

The foregoing lists of prohibitions provide examples and are not complete or exclusive. UrbanClap reserves the
right to (a) terminate your access to your Account, your ability to post to this Website (or the Services) and (b)
refuse, delete or remove, move or edit the content, in whole or in part, of any Postings; with or without cause
and with or without notice, for any reason or no reason, or for any action that UrbanClap determines is
inappropriate or disruptive to this Website or to any other user of this Website and/or Services. UrbanClap
reserves the right to restrict the number of e-mails or other messages that you are allowed to send to other
users to a number that UrbanClap deems appropriate in UrbanClap's sole discretion. UrbanClap may report to
law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When
legally required or at UrbanClap's discretion, UrbanClap will cooperate with law enforcement agencies in any
investigation of alleged illegal activity on this Website or on the Internet. UrbanClap does not and cannot review
every Posting posted to the Website. These prohibitions do not require UrbanClap to monitor, police or remove
any Postings or other information submitted by you or any other user.

D. Rules for Service Professionals

1. PROFILES AND OFFERS MUST NOT BE FRAUDULENT

Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, Service Professionals
shall not: (a) list Services or offers relating to any Service in a category that is inappropriate to the Service they
are offering; (b) misrepresent the location at which they will provide a Service; (c) include brand names or other
inappropriate keywords in their Profile, Offer, Want, Feedback, or any other title or description relating to a
Service; (d) use misleading titles that do not accurately describe the Service; or (e) include any information in
their Profile that is fraudulent.

2. PROFILES AND OFFERS CANNOT USE TECHNIQUES TO AVOID OR

CIRCUMVENT URBANCLAP FEES

Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, Service Professionals
shall not: (a) offer a catalog or a link to a third-party website from which Service Users or any Registered User
or user of the Website may obtain the Service directly; (b) exceed multiple Posting limits; (c) post a single
Service but offer additional identical services in the Service description; (d) charge fees for traveling further
than desired to provide the Service; (e) offer the opportunity through UrbanClap to purchase the Service or any
other service outside of UrbanClap; (f) use their Profile page or user name to promote services not offered on
or through the Website and/or prohibited services.
In case we realize that any professional is involved in any of the above activities, UrbanClap holds the sole
discretion to blacklist the professional and withhold any outstanding credits or payments to the professional.

3. PROFILES AND OFFERS MUST PROMOTE A FAIR PLAYING FIELD AND

PROVIDE A SAFE, SIMPLE, AND POSITIVE EXPERIENCE FOR ALL WEBSITE
USERS

Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any,
Service Professionals shall not: (a) solicit Service Users to mail cash or use other
payment methods not specifically permitted by UrbanClap as approved payment
methods; (b) include links that do not conform to UrbanClap's policies with respect to
third-party links; (c) use certain types of HTML and JavaScript in Postings, your Profile
page, your Offer page, or your Wants page; (d) promote raffles, prizes, bonuses, games
of chance, giveaways, or random drawings; (e) use profanity in any Posting; (f)
acknowledge or credit a third-party service professional for services or products
directly connected with your particular Posting (1) with more than 10 words of text at
HTML font size greater than 3 and/or a logo of 88X33 pixels (provided that you
represent and warrant that you have the necessary rights, licenses, permissions
and/or authorizations from the applicable third party to use that third party's name
and/or logo), (2) with any promotional material in connection with that third-party
company, and/or (3) with a link to the third-party's website with any information in
addition to the Service provided via UrbanClap; (g) include third-party endorsements in
a Posting; or (h) create a Posting that does not offer a Service.

4. SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE

PROFESSIONALS

If a Service Professional violates any of the above-referenced rules in connection with his or her Posting,
UrbanClap, in its sole discretion, may take any of the following actions: (a) cancel the Posting; (b) limit the
Service Professional's Account privileges; (c) suspend the Service Professional's Account; (d) cause the Service
Professional to forfeit any fees earned on a cancelled Posting; and/or (e) decrease the Service Professional's
status earned via the Feedback page.

E. Rules for Service Users

1. SERVICE USERS SHALL NOT TAKE ANY OF THE FOLLOWING ACTIONS:

(a) commit to purchasing or using a Service without paying; (b) sign up for, negotiate a price for, use, or
otherwise solicit a Service with no intention of following through with your use of or payment for the Service; (c)
agree to purchase a Service when you do not meet the Service Professional's terms as outlined in the Posting,
or agree to purchase a Service with the intention of disrupting a Posting; or (d) misuse any options made
available now or in the future by UrbanClap in connection with the use or purchase of any Service.

2. SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE USERS

If a Service User violates any of the above-referenced rules in connection with his or her Posting, UrbanClap, in
its sole discretion, may take any of the following actions: (a) cancel the Posting; (b) limit the Service User's
Account privileges; (c) suspend the Service User's Account; and/or (d) decrease the Service User's status
earned via the Feedback page.

F. Use of Submitted Content

1. NO CONFIDENTIALITY

The Website may now or in the future permit the submission of videos or other communications submitted by
you and other users, including without limitation, your Profile, your Offer, your Wants, any Feedback, and all
Submitted Content, and the hosting, sharing, and/or publishing of such Submitted Content. You understand that
whether or not such Submitted Content is published, UrbanClap does not guarantee any confidentiality with
respect to any Submitted Content.

You agree that any Submitted Content provided by you for which you authorize to be searchable by Registered
Users who have access to the Website is provided on a non-proprietary and non confidential basis. You agree
that UrbanClap shall be free to use or disseminate such freely searchable Submitted Content on an unrestricted
basis for the purpose of providing the Services.

You are aware that any information provided by you in the Submitted Content towards locating a professional
who ordinarily is bound to maintain confidentiality under law with his/her client (i.e. a doctor or a lawyer) is not
extended to UrbanClap.

UrbanClap may also disclose user information including personal information if UrbanClap reasonably believes
that disclosure (i) is necessary in order to comply with a legal process (such as a court order, search warrant,
etc.) or other legal requirement of any governmental authority, (ii) would potentially mitigate UrbanClap’s
liability in an actual or potential lawsuit, (iii) is otherwise necessary or appropriate to protect our rights or
property, or the rights or property of any person or entity, (iv) to enforce this Agreement (including, but not
limited to ensuring payment of fees by users), or (v) as may be required or necessary to deter illegal behavior
(including, but not limited to, fraud).

2. YOUR REPRESENTATIONS AND WARRANTIES

You shall be solely responsible for your own Submitted Content and the consequences of posting or publishing
it. In connection with Submitted Content, you affirm, represent, and/or warrant that: (a) you own or have the
necessary licenses, rights, consents, and permissions to use and authorize UrbanClap to use all patent,
trademark, trade secret, copyright or other proprietary rights in and to any and all Submitted Content to enable
inclusion and use of the Submitted Content in the manner contemplated by the Website and these Terms of
Use; and (b) you have the written consent, release, and/or permission of each and every identifiable individual
person in the Submitted Content to use the name or likeness of each and every such identifiable individual
person to enable inclusion and use of the Submitted Content in the manner contemplated by the Website and
these Terms of Use. You agree to pay for all royalties, fees, and any other monies owing any person by reason
of any Submitted Content posted by you to or through the Website.

3. YOUR OWNERSHIP RIGHTS AND LICENSE TO URBANCLAP

You retain all of your ownership rights in your Submitted Content. However, by submitting the Submitted
Content to UrbanClap for posting on the Website, you hereby grant, and you represent and warrant that you
have the right to grant, to UrbanClap a perpetual, worldwide, non-exclusive, royalty-free, sublicense able and
transferable license to link to, use, reproduce, distribute, reformat, translate, prepare derivative works of, display,
and perform the Submitted Content in connection with the Website and UrbanClap's (and its successor's)
business operations, including without limitation, for the promotion and redistribution of any part or all of the
Website, and any derivative works thereof, in any media formats and through any media channels. You also
hereby grant each user of the Website a non-exclusive license to access your Submitted Content through the
Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such Submitted
Content as permitted through the functionality of the Website and under these Terms of Use. The foregoing
license granted by you terminates once you remove or delete the Submitted Content from the Website.

You acknowledge and understand that the technical processing and transmission of the Website, including
your Submitted Content, may involve (a) transmissions over various networks; and (b) changes to conform and
adapt to technical requirements of connecting networks or devices.

You may remove your Submitted Content from the Website at any time. If you choose to remove your Submitted
Content, the license granted above will automatically expire.

4. URBANCLAP'S DISCLAIMERS AND RIGHT TO REMOVE

1. UrbanClap does not endorse any Submitted Content or any opinion, recommendation, or advice expressed
therein, and UrbanClap expressly disclaims any and all liability in connection with all Submitted Content.
UrbanClap does not permit copyright infringing activities and infringement of intellectual property rights on the
Website, and UrbanClap will remove any Data (as defined below) or Submitted Content if properly notified,
pursuant to the "take down" notification procedure described in Section J below, that such Posting or Submitted
Content infringes on another's intellectual property rights. UrbanClap reserves the right to remove any Data or
Submitted Content without prior notice. UrbanClap will also terminate a user's access to the Website, if he or
she is determined to be a repeat infringer. A repeat infringer is a Website user who has been notified of
infringing activity more than twice and/ or has had Submitted Content removed from the Website more than
twice. UrbanClap also reserves the right, in its sole and absolute discretion, to decide whether any Data or
Submitted Content is appropriate and complies with these Terms of Use for all violations, in addition to
copyright infringement and violations of intellectual property law, including, but not limited to, pornography,
obscene or defamatory material, or excessive length. UrbanClap may remove such Submitted Content and/or
terminate a user's access for uploading such material in violation of these Terms of Use at any time, without
prior notice and in its sole discretion.
2. You acknowledge and understand that when using the Website, you will be exposed to Submitted Content
from a variety of sources, and that UrbanClap is not responsible for the accuracy, usefulness, safety, or
intellectual property rights of or relating to such Submitted Content. You further acknowledge and understand
that you may be exposed to Submitted Content that is inaccurate, offensive, indecent, or objectionable, and you
agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against
UrbanClap with respect thereto, and agree to indemnify and hold UrbanClap, its owners, members, managers,
operators, directors, officers, agents, affiliates, and/or licensors, harmless to the fullest extent allowed by law
regarding all matters related to your use of the Website.

3. You are solely responsible for the photos, profiles and other content, including, without limitation, Submitted
Content that you publish or display on or through the Website, or transmit to other Website users. You
understand and agree that UrbanClap may, in its sole discretion and without incurring any liability, review and
delete or remove any Submitted Content that violates this Agreement or which might be offensive, illegal, or
that might violate the rights, harm, or threaten the safety of Website users or others.

5. SUGGESTIONS.

If you send or transmit any communications, comments, questions, suggestions, or related materials to
UrbanClap, whether by letter, email, telephone, or otherwise (collectively, "Suggestions"), suggesting or
recommending changes to the Website, including, without limitation, new features or functionality relating
thereto, all such Suggestions are, and will be treated as, non-confidential and non-proprietary. You hereby
assign all right, title, and interest in, and UrbanClap is free to use, without any attribution or compensation to
you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained
in the Suggestions, whether or not patentable, for any purpose whatsoever, including but not limited to,
developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly,
products and services using such Suggestions. You understand and agree that UrbanClap is not obligated to
use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the
Suggestions, and you have no right to compel such use, display, reproduction, or distribution or seek
recognition if the Suggestions are in fact implemented.

J. Copyright Infringement Take Down Procedure

UrbanClap has high regard for intellectual property and expects the same level of standard to be employed by
its users. UrbanClap may, in appropriate circumstances and at its discretion, terminate the Account or prohibit
access to the Website of users who infringe upon the intellectual property rights of others.

If you believe that your work has been copied and posted on the Website in a way that constitutes copyright
infringement and/or trademark infringement, please send the following information to us at
[email protected]

(i) identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple
works at a single online site are covered by a single notification, a representative list of such works at that site;
(ii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that
is to be removed or access to which is to be disabled at the Website, and information reasonably sufficient to
permit UrbanClap to locate the material.;

(iii) a written statement that you have a good faith belief that the disputed use is not authorized by the
copyright and/or trademark owner, its agent, or the law;

(iv) information reasonably sufficient to permit UrbanClap to contact you as the complaining party, such as an
address, telephone number, and, if available, an electronic mail address at which you may be contacted;

(v) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive
interest that is allegedly infringed; and

(vi) a statement by you, made under penalty of perjury, that the information in your report is accurate and that
you are the owner of the exclusive right or authorized to act on the behalf of the owner of the exclusive right. A
statement by you comprised of the foregoing points is referred to herein as the "Notice."

Only the intellectual property rights owner is permitted to report potentially infringing items through UrbanClap's
reporting system set forth above. If you are not the intellectual property rights owner, you should contact the
intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms of
Use.

K. Modifications to or Termination of Website

1. MODIFICATION OR CESSATION OF WEBSITE

UrbanClap reserves the right at any time and from time to time to modify or discontinue, temporarily or
permanently, the Website (or any part thereof) with or without notice and in its sole discretion. You agree that
UrbanClap shall not be liable to you or to any third party for any modification, suspension or discontinuance of
UrbanClap services.

2. TERMINATION BY URBANCLAP

You hereby acknowledge and agree that UrbanClap, in its sole and absolute discretion, has the right (but not the
obligation) to delete, terminate, or deactivate your Account, block your email or IP address, cancel the Website
or otherwise terminate your access to or participation in the use of the Website (or any part thereof), or remove
and discard any Submitted Content on the Website ("Termination of Service"), immediately and without notice,
for any reason, including without limitation, Account inactivity or if UrbanClap believes or has reason to believe
that you have violated any provision of the Terms of Use.

3. TERMINATION BY YOU

You may cancel your use of the Website and/or terminate the Terms of Use with or without cause at any time
by following the link in your Account under "Account Preferences" to "Deactivate Account."
4. EFFECT OF TERMINATION

Upon termination of your Account, your right to participate in the Website, including, but not limited to, your
right to offer or purchase Services and your right to receive any fees or compensation, including, without
limitation, referral discounts, incentive bonuses, or other special offer rewards, shall automatically terminate.
You acknowledge and agree that your right to receive any fees or compensation hereunder is conditional upon
your proper use of the Website, your adherence to the Terms of Use, the continuous activation of your Account,
and your permitted participation in the Website. In the event of Termination of Service, your Account will be
disabled and you may not be granted access to your Account or any files or other data contained in your
Account. Notwithstanding the foregoing, residual data may remain in the UrbanClap system.

Unless UrbanClap has previously cancelled or terminated your use of the Website (in which case subsequent
notice by UrbanClap shall not be required), if you provided a valid email address during registration, UrbanClap
will notify you via email of any such termination or cancellation, which shall be effective immediately upon
UrbanClap's delivery of such notice.

Upon Termination of Service, the following shall occur: all licenses granted to you hereunder will immediately
terminate; and you shall promptly destroy all copies of UrbanClap Data (as defined below), Marks (as defined
below) and other content in your possession or control. You further acknowledge and agree that UrbanClap
shall not be liable to you or any third party for any termination of your access to the Website. Upon Termination
of Service, UrbanClap retains the right to use any data collected from your use of the Website for internal
analysis and archival purposes, and all related licenses you have granted UrbanClap hereunder shall remain in
effect for the foregoing purpose. In no event is UrbanClap obligated to return any Submitted Content to you.
Sections K, L, M, N, O, Q, R, S, T, U, V, W, and X, shall survive expiration or termination of the Website or your
Account.

You agree to indemnify and hold UrbanClap, and its officers, managers, members, affiliates, successor, assigns,
directors, agents, service professionals, suppliers, and employees harmless from any claim or demand,
including reasonable attorneys' fees and court costs, made by any third party due to or arising out of the
Termination of Service.

L. Intellectual Property Rights

1. URBANCLAP OWNS OR HOLDS THE LICENSES TO ALL DATA AND MARKS
ON THE WEBSITE

The content on the Website (exclusive of all Submitted Content), including without limitation, the text, software,
scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Data") and the trademarks,
service marks and logos contained therein ("Marks"), are owned by UrbanClap. Other trademarks, names and
logos on this Website are the property of their respective owners.

Data on the Website is provided to you AS IS for your information and personal use only and may not be used,
copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any
other purposes whatsoever without the prior written consent of the respective owners. UrbanClap reserves all
rights not expressly granted in and to the Website and the Data. You agree not to use, copy, or distribute, any of
the Data other than as expressly permitted herein, including any use, copying, or distribution of Submitted
Content obtained through the Website for any commercial purposes. If you download or print a copy of the
Data for personal use, you must retain all copyright and other proprietary notices contained thereon. You agree
not to circumvent, disable or otherwise interfere with security features of the Website or features that prevent
or restrict use or copying of any Data or enforce limitations on use of the Website or the Data therein.

2. URBANCLAP'S LICENSE TO YOU FOR THE USE OF DATA AND MARKS

The Website contains UrbanClap's Data and Marks, which are, or may become, protected by copyright,
trademark, patent, trade secret and other laws, and UrbanClap owns and retains all rights in the UrbanClap Data
and Marks. Subject to these Terms of Use, UrbanClap hereby grants you a limited, revocable, nontransferable,
nonsublicensable license to reproduce and display the UrbanClap Data (excluding any software source code)
solely for your personal use in connection with accessing and participating in the Website.

The Website may also contain Data of other users or licensors, which you shall not copy, modify, translate,
publish, broadcast, transmit, distribute, perform, display, or sell.

M. UrbanClap Fees
1. FEES INCURRED BY SERVICE PROFESSIONALS

Joining UrbanClap, opening an Account, posting Services and viewing posted Services is free. UrbanClap
reserves the right at its sole discretion to charge fees to Service Professionals for other services that
UrbanClap may provide in the future.

UrbanClap may also in certain categories require Service Professionals to make payments for following up on
job leads i.e. requests posted by Service Users, and permitting the Service Professional to contact the Service
User (“Lead Fee”) irrespective of whether the job leads eventually result in a transaction or exchange of
consideration for the service requested. In order to be eligible to make such Lead Fee payment, Service
Professionals shall be required to make advance payments (“Credits”) from which the Lead Fee may be
deducted as and when necessary. Whenever the Credits fall below the prescribed threshold, the Service
Professional shall be prompted to refill the Credits in order to continue enjoying the ability to follow up on leads
and contacting Service Users.

The service professional is entitled to refund of credits that is credited back in their wallet in the following
conditions:

1. Refunds are processed only when a customer has cancelled the request and not viewed your profile

2. Refunds are processed if the customer has not viewed quote and not cancelled request 4 days after your
response

In the event, (i) the job lead is identified to be non-genuine, or (ii) the Service User within 48 hours of posting a
request on the Website withdraws the same by way of the Website or the mobile application only, or (iii) the
Service Professional pays the Lead Fee to respond to the Service User’s request for service but the Service User
does not open or access the Service Professional’s response, the Lead Fee shall be reimbursed to the Service
Professional. The decision of UrbanClap pertaining to the above shall be final and binding.

UrbanClap offers premium services to Service Professionals for a fee and may in the future offer additional
services, like tax preparation and bookkeeping that Service Professionals can also choose to purchase.
UrbanClap reserves the right to charge fees for these services at its sole discretion.

2. FEES INCURRED BY SERVICE USERS

Joining UrbanClap, opening an Account, viewing posted Services, and bidding on posted Services is free.
UrbanClap currently does not charge Service Users for transactions completed on the Website between Service
Users and Services Professionals. However, UrbanClap reserves the right to charge a fee to Service Users in the
future on a per-transaction basis or in any other manner, and reserves the right to do so in its sole discretion.
Changes to this Fee Policy are effective after UrbanClap has provided you with thirty (30) days' notice by
posting the changes on the Website.

If applicable, you agree to pay all fees or charges to your Account based on UrbanClap's fees, charges, and
billing terms then in effect. If you do not pay on time or if UrbanClap cannot charge your credit card, any
payment gateway or other payment method for any reason, UrbanClap reserves the right to either suspend or
terminate your access to the Website and Account and terminate these Terms of Use. You are expressly
agreeing that UrbanClap is permitted to bill you for the applicable fees, any applicable tax and any other
charges you may incur in connection with your use of this Website and the fees will be billed to your credit card,
a payment gateway or other payment method designated at the time you make a purchase or register for a
fee-based service. If you cancel your Account at any time, you will not receive any refund. If you have a balance
due on any account, you agree that UrbanClap may charge such unpaid fees to your credit card or otherwise bill
you for such unpaid fees. UrbanClap reserves its right to initiate appropriate legal proceedings, if necessary, in
its sole discretion, to recover such outstanding amounts.

3. TAXES

You understand that we are acting solely as an intermediary for the collection of rents and fees between a
Service User and a Service Professional who choose to enter into an Agreement for Service. Because state and
local tax laws vary significantly by locality, you understand and agree that you are solely responsible for
determining your own tax reporting requirements in consultation with tax advisors, and that we cannot and do
not offer tax advice to either hosts or guests. Further, you understand that UrbanClap shall not be responsible
or liable in any manner in relation to tax liability of a Service User or a Service Professional.

4. REFUND POLICY

All commissions payable to UrbanClap by Service Professionals on consummated transactions, i.e. exchange
of services for consideration, are final and non-refundable.
All money paid by Service Professionals in form of “Credits” are non-interest bearing and shall be refunded to
the Service Professionals if they remain un-utilised for a period greater than 364 days only. Such amounts shall
not be refunded prior to that.

If poor customer service or inappropriate behaviour with customers results in the professional being de-listed
from the UClap Partner platform, then all credits (purchased or promotional) will have to forfeited, and there will
be no refund made in such a case.

N. Negotiation of Terms of Service; Disputes Between

Registered Users
1. NEGOTIATION WORKSHEET AND CONTRACT TEMPLATE

As a courtesy to Registered Users, to facilitate the negotiation and confirmation of the Agreement for Service,
UrbanClap provides a general framework for negotiating the terms of Service (e.g., rate) ("Negotiation
Worksheet"). Registered Users acknowledge and agree that (i) they are solely responsible for addressing all
issues that exist now or may arise in the future in connection with the applicable Service; and (ii) it is solely up
to such Registered Users, if they so desire, to enter into a signed, written contract, that addresses all of the
relevant issues and memorializes the agreed upon Negotiation Worksheet.

You should not rely on the any information or resources contained on the Website, including, without limitation,
the Negotiation Worksheet, as a replacement or substitute for any professional, financial, legal or other advice
or counsel. UrbanClap makes no representations and warranties, and expressly disclaims any and all liability,
concerning actions taken by a user following the information or using the resources offered or provided on or
through the Websites, including, without limitation, the Negotiation Worksheet. In no way will UrbanClap be
responsible for any actions taken or not taken based on the information or resources provided on this Website.
If you have a situation that requires professional advice, you should consult a qualified specialist. Do not
disregard, avoid or delay obtaining professional advice from a qualified specialist because of information or
resources that are provided on this Website, however provided.

2. URBANCLAP IS NOT A PARTY TO ANY SERVICE CONTRACT

Each Registered User hereby acknowledges and agrees that UrbanClap is NOT a party to any oral or written
Agreement for Service, Negotiation Worksheet, or any contract entered into between Registered Users in
connection with any Service offered, directly or indirectly, through the Website. Each Registered User
acknowledges, agrees and understands that UrbanClap only seeks to provide a platform wherein the Service
User and Service Professional can be brought together and UrbanClap itself has not role in the execution or
provision of Services.

3. NO AGENCY OR PARTNERSHIP

No agency, partnership, joint venture, or employment is created as a result of the Terms of Use or your use of
any part of the Website, including without limitation, the Negotiation Worksheet or Agreement for Service. You
do not have any authority whatsoever to bind UrbanClap in any respect. All Service Professionals are
independent contractors. Neither UrbanClap nor any users of the Website may direct or control the day-to-day
activities of the other, or create or assume any obligation on behalf of the other.

4. DISPUTES BETWEEN REGISTERED USERS

Subject to the provisions regarding disputes between Website participants in connection with Feedback, your
interactions with individuals and/or organizations found on or through the Website, including payment of and
performance of any Service, and any other terms, conditions, warranties or representations associated with
such transactions or dealings, are solely between you and such individual or organization. You should take
reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate
before proceeding with any online or offline transaction with any third party, including without limitation, service
professionals and Service Users.

You understand that deciding whether to use the Services of a Service Professional or provide Services to a
Service User or use information contained in any Submitted Content, including, without limitation, Postings,
Offers, Wants and/or Feedback, is your personal decision for which alone are responsible. You understand that
UrbanClap does not warrant and cannot make representations as to the suitability of any individual you may
decide to interact with on or through the Website and/or the accuracy or suitability of any advice, information,
or recommendations made by any individual. While UrbanClap may attempt to seek information about the
background of a Service Professional, either via a telephonic or in-person interview, review of past
work/customer feedback and/or check presence online (if available) on Facebook, personalised website,
LinkedIn, Twitter etc., you understand that Service Professionals may register themselves suo moto. You also
understand that any so called background check undertaken by UrbanClap is not exhaustive to the extent to
determine previous criminal antecedents and hence, at the end of the day, the Service User should take an
informed decision on his/her own accord and keep in mind the fact that UrbanClap only seeks to provide a
platform wherein Service Users and Service Professionals have an opportunity to meet each other.

NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT SINCE URBANCLAP only seeks to provide a platform
wherein the Service User and Service Professional can be brought together and UrbanClap itself has not role in
the execution or provision of Services ITSELF, URBAN CLAP SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY
LOSS OR DAMAGE OF ANY SORT WHATSOEVER INCURRED AS THE RESULT OF ANY SUCH TRANSACTION OR
DEALINGS. IF THERE IS A DISPUTE BETWEEN PARTICIPANTS ON THE WEBSITE, OR BETWEEN REGISTERED
USERS OR ANY WEBSITE USER AND ANY THIRD PARTY, YOU ACKNOWLEDGE AND AGREE THAT URBANCLAP
IS UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT A DISPUTE ARISES BETWEEN YOU
AND ONE OR MORE WEBSITE USERS, REGISTERED USERS OR ANY THIRD PARTY, YOU HEREBY RELEASE
URBANCLAP, ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, AND
SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF
EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR
UNFORESEEABLE, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH
DISPUTES AND/OR THE WEBSITE OR ANY SERVICE PROVIDED THEREUNDER.

O. Dispute Resolution
If a dispute arises between you and UrbanClap, our goal is to provide you with a neutral and cost effective
means of resolving the dispute quickly. Accordingly, you and UrbanClap hereby agree that we will resolve any
claim or controversy at law and equity that arises out of the Terms of Use or the Website in accordance with
this Section O or as we and you otherwise agree in writing. Before resorting to the filing of a formal lawsuit, we
strongly encourage you to first contact us directly to seek a resolution via e-mail at [email protected].
The dispute shall be resolved through alternative dispute resolution procedures, such as mediation or
arbitration, as alternatives to litigation.

1. GOVERNING LAW

The Terms of Use shall be governed in all respects by the laws of India and any legal proceeding arising out of
this Agreement will occur exclusively in the courts located in New Delhi, India.

P. Advertisements
Aspects of the Website and other UrbanClap services may be supported by advertising revenue. As such,
UrbanClap may display advertisements and promotions on the service. The manner, mode and extent of
advertising by UrbanClap on the Website are subject to change and the appearance of advertisements on the
Website does not necessarily imply endorsement by UrbanClap of any advertised products or services. You
agree that UrbanClap shall not be responsible or liable for any loss or damage of any sort incurred by you as a
result of any such dealings or as the result of the presence of such advertisers on the Website.

Q. Third-party Links, Contact Forms and Phone Numbers

The Website may provide, or third parties may provide, links, contact forms and/or phone numbers to other
websites or resources, including, without limitation, social networking, blogging and similar websites through
which you are able to log into the Website using your existing account and log-in credentials for such third-party
websites. Certain areas of the Website may allow you to interact and/or conduct transactions with such
third-party sites, and, if applicable, allow you to configure your privacy settings in your third-party site account
to permit your activities on the Website to be shared with your contacts in your third-party site account.
Because UrbanClap has no control over such sites and resources, you acknowledge and agree that UrbanClap
is not responsible for the availability of such external sites or resources, and is not responsible or liable for any
content, advertising, products, goods or services on or available from such websites or resources. Unless
expressly stated on the Website, links to third-party sites should in no way be considered as or interpreted to be
UrbanClap's endorsement of such third-party sites or any product or service offered through them. You further
acknowledge and agree that UrbanClap shall not be responsible or liable, directly or indirectly, for any damage
or loss caused or alleged to be caused by or in connection with use of or reliance on any such content,
advertising, product, goods or services available on or through any such website or resource. The Third-party
website may have different privacy policies and terms and conditions and business practices than UrbanClap.
In certain situations, you may be transferred to a Third-party website through a link or connected to a
Third-party resource by a contact form or phone but it may appear that you are still on this Website or
transacting with UrbanClap. In these situations, you acknowledge and agree that the Third-party website terms
and conditions and privacy policy apply in this situation. Your dealings and communications through the
Website with any party other than UrbanClap are solely between you and such third party. Any complaints,
concerns or questions you have relating to materials provided by third parties should be forwarded directly to
the applicable third party.

R. Disclaimer of Warranties
YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR OWN RISK. TO THE FULLEST EXTENT
PERMITTED BY LAW, AND URBANCLAP AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES,
SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, AND AGENTS
DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND MAKE NO WARRANTIES,
REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS WEBSITE, THE SERVICES OFFERED ON OR
THROUGH THIS WEBSITE, ANY DATA, MATERIALS, SUBMITTED CONTENT, RELATING TO THE QUALITY,
SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR
PRESENTED ON THIS WEBSITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, DATA AND SUBMITTED
CONTENT OF OTHER USERS OF THIS SITE OR OTHER THIRD PARTIES. UNLESS OTHERWISE EXPLICITLY
STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS WEBSITE, THE SERVICES
OFFERED ON OR THROUGH THIS WEBSITE, DATA, MATERIALS, SUBMITTED CONTENT, AND ANY
INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS WEBSITE IS PROVIDED TO YOU ON AN "AS
IS," "AS AVAILABLE" AND "WHEREIS" BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY
RIGHTS. URBANCLAP DOES NOT PROVIDE ANY WARRANTIES AGAINST ERRORS, MISTAKES, OR
INACCURACIES OF DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE WEBSITE OR
SUBMITTED CONTENT, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY
AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY BUGS,
VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY
ANY THIRD PARTY, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, ANY
DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR SERVICE USER OR SERVICE
PROVIDER, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA,
CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT POSTED,
EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. URBANCLAP DOES NOT
ENDORSE, WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE
ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED SITE OR
FEATURED IN ANY BANNER OR OTHER ADVERTISEMENT. URBANCLAP WILL NOT BE A PARTY TO OR IN ANY
WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY PARTY, INCLUDING
THIRD PARTY SERVICE PROFESSIONALS OF PRODUCTS OR SERVICES. AS WITH THE USE OF ANY PRODUCT
OR SERVICE, AND THE PUBLISHING OR POSTING OF ANY MATERIAL THROUGH ANY MEDIUM OR IN ANY
ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
S. Limitations of Liability
1. IN NO EVENT SHALL URBANCLAP, OR ITS RESPECTIVE OFFICERS, MANAGERS, MEMBERS, DIRECTORS,
EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS,
ATTORNEYS OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS,
REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE) WHATSOEVER RESULTING FROM ANY (I)
ACCESS TO OR USE OF THE WEBSITE OR ANY SERVICES OFFERED BY ANY SERVICE PROFESSIONALS VIA
THE WEBSITE, INCLUDING SERVICES PROVIDED PURSUANT TO AN AGREEMENT FORMED INDEPENDENTLY
OF THE WEBSITE, WHETHER OR NOT AN AGREEMENT FOR SERVICE FORMED VIA THE WEBSITE IS IN EFFECT;
(II) ERRORS, MISTAKES, OR INACCURACIES OF DATA, MARKS, CONTENT, INFORMATION, MATERIALS OR
SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF
OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION
STORED THEREIN; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED
TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; (V) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE WEBSITE; (VI) ANY ERRORS OR OMISSIONS IN ANY DATA, CONTENT,
INFORMATION, MATERIALS OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT; (VII) ANY FAILED
NEGOTIATIONS FOR A SERVICE, ANY DISPUTES THAT ARISE DURING OR AFTER THE NEGOTIATION OF A
SERVICE OR THE FORMATION OF A CONTRACT FOR A SERVICE, OR ANY OTHER DISPUTE THAT ARISES
BETWEEN USERS OF THE WEBSITE; (VIII) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY
THIRD PARTY OR SERVICE USER OR SERVICE PROFESSIONAL; OR (IX) ANY USE OF ANY DATA, MARKS,
CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT POSTED,
EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE WEBSITE, WHETHER
BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND
WHETHER OR NOT URBANCLAP IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING
LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE
JURISDICTION.

2. IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF URBANCLAP, OR ANY OF THE

ABOVE-REFERENCED RESPECTIVE PARTIES, ARISING FROM OR RELATING TO THE WEBSITE, AND/OR
SUBMITTED CONTENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO URBANCLAP BY YOU
HEREUNDER.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT URBANCLAP SHALL NOT BE LIABLE FOR SUBMITTED
CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR SERVICE USER
OR SERVICE PROVIDER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY
WITH YOU. YOU FURTHER ACKNOWLEDGE AND AGREE THAT URBANCLAP SHALL NOT BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES
(INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC
ADVANTAGE) WHATSOEVER RESULTING FROM OR RELATING TO ANY CONTRACT BETWEEN WEBSITE USERS
ENTERED INTO INDEPENDENTLY OF THE WEBSITE.

THE WEBSITE MAY CONTAIN LINKS TO THIRD-PARTY WEBSITES THAT ARE NOT OWNED OR CONTROLLED BY
URBANCLAP. URBANCLAP DOES NOT HAVE ANY CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR,
THE CONTENT, PRIVACY POLICIES, OR PRACTICES OF ANY THIRD-PARTY WEBSITES. IN ADDITION,
URBANCLAP WILL NOT AND CANNOT CENSOR OR EDIT THE CONTENT OF ANY THIRD-PARTY SITE. BY USING
THE WEBSITE, YOU EXPRESSLY RELIEVE URBANCLAP FROM ANY AND ALL LIABILITY ARISING FROM YOUR
USE OF ANY THIRDPARTY WEBSITE. ACCORDINGLY, PLEASE BE ADVISED TO READ THE TERMS AND
CONDITIONS AND PRIVACY POLICY OF EACH THIRD-PARTY WEBSITE THAT YOU VISIT, INCLUDING THOSE
DIRECTED BY THE LINKS CONTAINED ON THE WEBSITE.

3. FORCE MAJEURE

Neither UrbanClap nor you shall be liable to the other for any delay or failure in performance under the Terms of
Use, other than payment obligations, arising out of a cause beyond its control and without its fault or
negligence. Such causes may include, but are not limited to fires, floods, earthquakes, strikes, unavailability of
necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or
national disasters.

T. Indemnification and Release

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS URBANCLAP, AND ITS OFFICERS, MANAGERS,
MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE
PROFESSIONALS, SUPPLIERS, AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES,
OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO
ATTORNEYS' FEES) ARISING FROM YOUR USE OF, ACCESS TO, AND PARTICIPATION IN THE WEBSITE; YOUR
VIOLATION OF ANY PROVISION OF THE TERMS OF USE, INCLUDING THE PRIVACY POLICY; YOUR VIOLATION
OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, PROPRIETARY,
INTELLECTUAL PROPERTY, OR PRIVACY RIGHT; OR ANY CLAIM THAT YOUR SUBMITTED CONTENT CAUSED
DAMAGE TO A THIRD PARTY. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE
TERMS OF SERVICE AND YOUR USE OF THE WEBSITE.

IF YOU HAVE A DISPUTE WITH ONE OR MORE WEBSITE USERS, YOU FOREVER RELEASE URBANCLAP (AND
ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES,
AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, AGENTS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY
AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE,
KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE
AND/OR ANY SUBMITTED CONTENT.

THE TERMS OF USE, AND ANY RIGHTS AND LICENSES GRANTED HEREUNDER, MAY NOT BE TRANSFERRED
OR ASSIGNED BY YOU, BUT MAY BE ASSIGNED BY URBANCLAP WITHOUT RESTRICTION.

U. No Third-party Beneficiaries
You agree that, except as otherwise expressly provided in the Terms of Use, there shall be no third-party
beneficiaries to the Terms of Use.
V. Notice
You agree that UrbanClap may provide you with notices, including those regarding changes to the Terms of Use,
by email, regular mail, or postings on the Website.

W. General Information
1. ENTIRE TERMS OF USE

The Terms of Use, together with the Privacy Policy and any other legal notices or Additional Policies published
by UrbanClap on the Website, shall constitute the entire agreement between you and UrbanClap concerning the
Website. If any provision of the Terms of Use is deemed invalid by a court of competent jurisdiction, the
invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which
shall remain in full force and effect.

No waiver of any provision of this these Terms of Use shall be deemed a further or continuing waiver of such
term or any other term, and UrbanClap's failure to assert any right or provision under these Terms of Use shall
not constitute a waiver of such right or provision.

2. STATUTE OF LIMITATIONS

You agree that any cause of action arising out of or related to the Website must commence within one (1) year
after the cause of action accrues. Otherwise, such cause of action is permanently barred.

3. SECTION HEADINGS

The section headings in the Terms of Use are for convenience only and have no legal or contractual effect.

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