PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE URBANGO PLATFORM.

1. Definitions and Interpretation

1.1 In these Terms of Listing (“Terms”), unless the context otherwise requires:

“Urbango” refers to Urbango Tech LLP, a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008, with its registered office at 54/7 – Awfis Space Solutions, Vajram Esteva, Devarabisannahalli, Outer Ring Road – 560103, Bengaluru, Karnataka.

“Platform” refers to the Urbango website and mobile application that function as a local search directory for B2B listing services.

“User” includes any individual, business, or entity accessing, using, or submitting Listings on the Platform, including authorized representatives.

“Listing” means any business information, content, or data submitted to the Platform for display or promotional purposes.

“Third-Party Services” refers to services or platforms not owned or controlled by Urbango but integrated into or accessed via the Platform.

1.2 These Terms are governed by the laws of India, and any disputes shall be subject to the jurisdiction of the courts of Bengaluru.

2. Acceptance of Terms

2.1 By accessing or using the Platform, Users agree to be bound by these Terms, Urbango’s Website Terms and Conditions and Urbango’s Privacy Policy.

2.2 If a User disagrees with any part of these Terms, they should immediately cease using the Platform.

3. Eligibility and Authority

3.1 Users must be at least 18 years old and legally competent under the Indian Contract Act, 1872.

3.2 Users submitting Listings on behalf of a business must have the necessary authority to bind that business.

3.3 User agree to provide any supporting documents with respect to point 3.2.

4. Account Creation and Management

4.1 Users must provide accurate, complete, and current information during registration and maintain its accuracy.

4.2 Users are responsible for maintaining the confidentiality of their account credentials and all activities under their account.

4.3 Urbango reserves the right to suspend or terminate accounts for violations of these Terms.

5. Listing Submission, Review, and Content

5.1 Users guarantee that all Listing content is accurate, lawful, and does not mislead or defraud.

5.2 All Listings submitted are subject to Urbango’s review. Urbango reserves the right to approve, reject, modify, or remove any Listing at its sole discretion without prior notice.

5.3 Urbango holds a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, modify, and display Listing content.

5.4 Users assume responsibility for the accuracy and legality of the content they submit and indemnify Urbango for any resulting claims or liabilities.

6. Fees and Payments

6.1 Users may be charged fees for Listing submissions or premium services, as outlined on the Platform. Fees are non-refundable.

6.2 Urbango reserves the right to change its fee structure at any time, with prior notice to Users.

6.3 Failure to make timely payments may result in the suspension or termination of Listings.

6.4 Premium services will be subject to additional terms and conditions which will be shared separately and only upon User deciding to opt for premium service.

7. Prohibited Content and Activities

7.1 Users shall not submit Listings that:

(a) Violate Indian laws or regulations, including but not limited to the IT Act, 2000;

(b) Infringe on intellectual property rights;

(c) Promote illegal activities or content prohibited under any law in force;

(d) Contain defamatory, obscene, or misleading information.

7.2 Users shall not engage in fraudulent activities, unauthorized data extraction, or any form of cyber abuse on the Platform.

8. Data Protection and Confidentiality

8.1 Urbango values the privacy and confidentiality of Users. Personal data is collected, processed, and stored in accordance with Urbango’s Privacy Policy.

8.2 Users must ensure that confidential information accessed through the Platform is not misused, disclosed, or exploited unlawfully.

8.3 Urbango will implement reasonable security measures to protect User data as deemed necessary under law.

9. Confidentiality

9.1 Definition of Confidential Information

For the purposes of these Terms, “Confidential Information” means any data or information that is proprietary to Urbango or any User and not generally known to the public, whether in tangible or intangible form, including but not limited to business plans, strategies, financial information, customer lists, marketing strategies, technical data, and any other information that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

9.2 Obligations of Confidentiality

Both Urbango and Users agree to:

(a) Keep all Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the disclosing party.

(b) Use the Confidential Information solely for the purpose of fulfilling their obligations under these Terms and not for any other purpose.

(c) Take all reasonable precautions to protect the confidentiality of the Confidential Information, which shall be at least as protective as the precautions they take to protect their own confidential information.

9.3 Exclusions from Confidential Information

Confidential Information does not include information that:

(a) Is or becomes publicly known through no breach of these Terms by the receiving party;

(b) Is received from a third party without breach of any obligation of confidentiality;

(c) Is independently developed by the receiving party without the use of or reference to the disclosing party’s Confidential Information;

(d) Is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt written notice to the disclosing party of such requirement and cooperates with the disclosing party in seeking a protective order or other appropriate remedy.

9.4 Duration of Confidentiality Obligations

The obligations of confidentiality set forth in this clause shall survive the termination of these Terms and shall remain in effect for a period of three (3) years from the date of termination.

9.5 Return or Destruction of Confidential Information

Upon termination of these Terms or upon written request from the disclosing party, the receiving party shall promptly return or destroy all copies of the Confidential Information in its possession or control and provide written certification of such return or destruction.

9.6 No License

Nothing in this clause shall be construed as granting any rights to the receiving party in or to the Confidential Information, except as expressly set forth herein.

10. Intellectual Property Rights

10.1 Ownership

All intellectual property rights related to the Platform, including but not limited to trademarks, copyrights, patents, and trade secrets, remain with Urbango or its licensors. Users acknowledge that they do not acquire any ownership rights by using the Platform or submitting Listings.

10.2 User Content License

Users retain ownership of their Listing content but grant Urbango a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, modify, and display such content for the purposes of operating and promoting the Platform.

10.3 Warranties

Users warrant that their Listings do not infringe on any third-party intellectual property rights and that they have the necessary rights to grant the licenses specified herein.

10.4 Infringement Notification

Users agree to notify Urbango promptly of any infringement or unauthorized use of their intellectual property rights that comes to their attention.

11. Limitation of Liability

11.1 Exclusion of Damages

Urbango shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to the use of the Platform, including but not limited to loss of profits, data, or goodwill, even if Urbango has been advised of the possibility of such damages.

11.2 Cap on Liability

Urbango’s total liability for any claims arising out of or related to these Terms or the use of the Platform shall not exceed the fees paid by the User in the preceding twelve (12) months.

11.3 No Liability for Third-Party Services

Urbango shall not be liable for any damages or losses arising from the use of any Third-Party Services accessed through the Platform.

12. Indemnification

Users agree to indemnify, defend, and hold harmless Urbango, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney’s fees) arising out of or in connection with:

(a) Their use of the Platform;

(b) Any Listings submitted by them;

(c) Any violation of these Terms;

(d) Any infringement of any intellectual property or other rights of any third party.

13. Warranty

Users warrant and represent that:

(a) They are authorized to list the services and products submitted in their Listings;

(b) All information and documents submitted, including but not limited to any ancillary documents, are genuine, accurate, and complete;

(c) They have the necessary rights and permissions to submit the Listings and grant the licenses specified herein;

(d) They will take full responsibility for any claims, liabilities, or damages arising from the submission of their Listings or any breach of this warranty.

14. Modifications and Termination

14.1 Urbango may modify or terminate the Platform or these Terms at its discretion.

14.2 Violations of these Terms may result in immediate removal of Listings or termination of access.

15. Dispute Resolution

Disputes arising from these Terms shall be resolved under the jurisdiction of Bengaluru courts.

16. Severability

If any provision is found unenforceable, the remainder shall continue in effect.

17. No Agency or Partnership

Nothing in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of relationship between Urbango and the User. Each party is an independent contractor, and neither party has the authority to bind the other in any respect.

18. Entire Agreement

These Terms constitute the entire agreement between Users and Urbango Tech LLP.