BarterNow Terms and Conditions

1Nature of the Platform

1. BarterNow is a technology-enabled B2B discovery, workflow, data-management, intelligence, and analytics platform intended to help brands, agencies, and event-related entities identify potential sponsorship, collaboration, and event opportunities.
2. BarterNow may facilitate introductions, profile discovery, matching, communication, record-keeping, deliverable tracking, reporting, and analytics between Users.
3. BarterNow acts only as an intermediary technology platform for discovery, communication support, data organization, and analysis.
4. BarterNow is not:
   • a sponsorship agency;
   • an event organizer;
   • a brand representative unless separately agreed in writing;
   • a broker, dealer, employer, principal, partner, joint venturer, franchisee, or fiduciary of any User;
   • a guarantor of any deal, campaign, sponsorship, representation, payment, performance, lead, outcome, or deliverable.
5. Any sponsorship, barter, campaign, activation, representation, collaboration, agency mandate, brand placement, promotional commitment, or event-related obligation is solely between the relevant Users unless BarterNow expressly becomes a contracting party through a separate written agreement signed by an authorized representative of BarterNow.

2Eligibility and Business Use

1. The Platform is intended only for lawful business and professional use.
2. You must be at least 18 years old and legally competent to enter into a binding contract under applicable law.
3. You must use the Platform only on behalf of a legitimate business, organization, brand, agency, event, or other lawful commercial undertaking.
4. You must provide true, current, complete, and verifiable information during onboarding and throughout your use of the Platform.
5. You must have all authority, registrations, approvals, licenses, consents, and internal approvals necessary for your use of the Platform and for any listing, proposal, or deal you publish or pursue.

2AUser Categories and Role-Specific Application

1. Users on BarterNow may participate as:
   • brands;
   • agencies;
   • standalone event organizers;
   • event-related entities or representatives approved by BarterNow.
2. These Terms apply to all Users, but certain rights, responsibilities, features, pricing, fees, and workflows may differ depending on the User category selected during onboarding or later approved by BarterNow.
3. If you act in more than one capacity, the obligations applicable to each relevant User category shall apply to you for the corresponding activity.
4. BarterNow may reclassify, restrict, or require additional verification for a User category where the selected category does not match the actual nature of the User's activity.

2BRole-Specific Commercial Position

1. For Brands:
   • the Platform may be offered on a subscription basis for access to discovery, analytics, sponsorship intelligence, workflow management, and related platform services;
   • Brands remain solely responsible for evaluating opportunities, approving campaigns, negotiating commercials, and ensuring their own compliance, payment, and deliverable requirements.
2. For Agencies:
   • the Platform may be used by agencies acting for one or more clients, subject to proof of authority where requested by BarterNow;
   • agencies remain solely responsible for mandates, authority, approvals, client representation, commercial commitments, and deliverables promised to any counterparty.
3. For Standalone Events and Event Organizers:
   • the Platform may allow creation of event profiles, inventory listings, sponsorship proposals, campaign workflow tracking, and reporting support;
   • event organizers remain solely responsible for event execution, rights, permissions, audience claims, venue approvals, sponsor obligations, and all deliverables promised to brands or agencies.

3Account Registration, Verification, and Security

1. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.
2. You must promptly notify BarterNow of any unauthorized access, suspicious activity, or security incident involving your account.
3. BarterNow may require business verification, identity verification, domain verification, event verification, bank verification, tax verification, or supporting documents before enabling certain features.
4. BarterNow may refuse, suspend, restrict, or revoke verification at its sole discretion where information appears inaccurate, incomplete, misleading, risky, fraudulent, or unverifiable.
5. Verification by BarterNow is only a limited platform-level review for trust and safety purposes and does not constitute legal due diligence, financial due diligence, background certification, performance assurance, or endorsement.

4User Profiles, Listings, and Platform Data

1. You are solely responsible for all information, documents, profiles, campaign details, event details, deck materials, pricing, metrics, audience claims, inventory claims, impressions, reach, past performance figures, deliverables, and other content submitted or displayed by you on the Platform ("User Content").
2. You represent and warrant that your User Content:
   • is accurate, lawful, and not misleading;
   • does not infringe the rights of any third party;
   • does not contain false claims, manipulated metrics, forged credentials, or deceptive statements;
   • complies with advertising, promotion, IP, privacy, and consumer protection laws applicable to you.
3. BarterNow may use User Content to operate the Platform, power search and matching, generate insights, organize records, enable analytics, and provide reports, subject to applicable law and the BarterNow privacy policy.
4. You grant BarterNow a non-exclusive, worldwide, royalty-free, revocable, limited license to host, store, reproduce, process, adapt for formatting, display, and use your User Content as reasonably necessary to provide, improve, secure, and support the Platform.

5Sponsorships, Dealings, and Deliverables

1. Users are solely responsible for evaluating counterparties, conducting their own diligence, negotiating terms, documenting scope, and deciding whether to enter into any sponsorship, barter, campaign, or business arrangement.
2. Any deliverables, timelines, budgets, approvals, category exclusivity, branding rights, event access, hospitality rights, content rights, reporting obligations, usage rights, cancellation terms, refund terms, make-goods, penalties, tax treatment, and settlement obligations are solely between the relevant Users.
3. BarterNow does not control and is not responsible for:
   • whether a User performs any agreed deliverable;
   • whether a sponsorship closes;
   • whether consideration is paid on time;
   • whether reported campaign metrics are accurate;
   • whether an event occurs as planned;
   • whether a brand, agency, or organizer obtains expected business outcomes.
4. BarterNow may provide structured workflows, status indicators, reminders, deal records, or evidence uploads, but these are administrative tools only and do not make BarterNow a party to the underlying transaction.
5. Any dispute regarding performance or non-performance of deliverables must be resolved directly between the relevant Users, subject to any separate written agreement among them.

6Payments, Taxes, and Financial Responsibility

1. Subscription fees, platform fees, or other charges payable to BarterNow, if any, shall be governed by the applicable pricing plan, order form, invoice, or commercial arrangement.
2. Unless expressly stated otherwise, all fees payable to BarterNow are non-refundable except where required by applicable law or expressly agreed by BarterNow in writing.
3. BarterNow is not responsible for commercial payments between Users unless BarterNow expressly undertakes such role in a separate written agreement.
4. Each User is solely responsible for:
   • invoicing and collection from counterparties;
   • GST and other indirect taxes;
   • withholding tax obligations;
   • direct tax treatment;
   • accounting, bookkeeping, and statutory filings;
   • compliance with RBI, FEMA, or cross-border payment rules where applicable.
5. If BarterNow uses third-party payment gateways or processors, your payment transaction may also be subject to the relevant third-party terms and policies.

6ASubscription and Platform Fee Structure

1. BarterNow may charge subscription fees for access to analytics, data-management tools, sponsorship intelligence, workflow management, reporting features, and related platform services.
2. Subscription fees, if applicable, are charged for access to the Platform and its management, analysis, and support services and are independent of whether any sponsorship or commercial deal is successfully concluded.
3. In addition to subscription fees, BarterNow may charge a platform fee on payments processed, recorded, facilitated, or designated through the Platform ecosystem, subject to the commercial model applicable to the relevant User category.
4. Unless otherwise agreed in writing:
   • a platform fee of 5% shall apply to payments relating to standard platform transactions;
   • a platform fee of 10% shall apply to agency deals, community deals, or other agency/community-led transactions.
5. For the purpose of these Terms, an "agency/community-managed deal" means a deal in which an agency or community acts as an intermediary, representative, manager, or commercial handler for a brand, event, or both, or any transaction categorized by BarterNow as agency/community-managed based on the deal structure or account type.
6. All subscription fees and platform fees are exclusive of applicable taxes, including GST, unless expressly stated otherwise.
7. BarterNow may deduct, invoice, collect, or otherwise recover platform fees using the payment flow, invoice flow, settlement flow, or commercial method enabled for the relevant transaction.
8. Users are solely responsible for ensuring that the commercial terms agreed among themselves properly account for BarterNow's platform fees where applicable.
9. In case of refunds, cancellations, reversals, chargebacks, or disputed settlements, BarterNow may apply its then-current refund, adjustment, and fee-recovery rules, subject to applicable law and the relevant commercial arrangement.

7Data Management and Analytics Disclaimer

1. BarterNow provides data-management, tracking, intelligence, and analytics tools intended to help Users organize information and make better business decisions.
2. Analytics, scoring, benchmarks, recommendations, forecasts, matching outputs, or insights generated by the Platform may be based on incomplete, estimated, user-supplied, third-party, or inferred data.
3. Such outputs are informational tools only and do not constitute legal advice, tax advice, financial advice, investment advice, media audit certification, valuation assurance, or guaranteed business outcomes.
4. Users remain solely responsible for validating all business assumptions and for making their own commercial, financial, and legal decisions.

8Prohibited Conduct

You shall not, directly or indirectly:

1. create false, fake, duplicate, misleading, or impersonating accounts;
2. upload forged documents or make false claims regarding authority, audience, event scale, budget, rights, inventory, brand association, or performance;
3. use the Platform for fraud, unlawful solicitation, money laundering, bribery, corruption, or deceptive trade practices;
4. infringe the intellectual property, privacy, publicity, confidentiality, or contractual rights of any person;
5. scrape, crawl, harvest, copy, frame, mirror, or extract Platform data except as expressly permitted by BarterNow in writing;
6. reverse engineer, decompile, disassemble, or attempt to derive source code or non-public logic of the Platform;
7. interfere with the security, stability, integrity, or proper functioning of the Platform;
8. upload malware, malicious code, spyware, or harmful content;
9. use the Platform to send spam, abusive messages, harassment, or defamatory content;
10. use the Platform in violation of any applicable law, regulation, court order, or binding governmental direction.

9Intellectual Property

1. The Platform, including its software, workflows, design, trademarks, logos, text, graphics, analytics methods, and underlying technology, is owned by or licensed to BarterNow and is protected by applicable intellectual property laws.
2. Except for the limited right to access and use the Platform in accordance with these Terms, no right, title, or interest in the Platform is transferred to you.
3. You retain ownership of your pre-existing User Content, subject to the license granted under these Terms.
4. You must not use BarterNow trademarks, logos, trade dress, or brand assets without prior written permission.
5. If you submit feedback, suggestions, ideas, or product improvement inputs, BarterNow may use them without restriction or payment, unless otherwise agreed in writing.

10Privacy and Personal Data

1. BarterNow may collect, store, process, share, and otherwise handle personal data and business data as described in its privacy policy and as permitted by applicable law.
2. Where BarterNow processes digital personal data, such processing shall be subject to applicable Indian data protection law, including the Digital Personal Data Protection Act, 2023, to the extent in force and applicable.
3. You represent that you have all required notices, consents, authorizations, and lawful grounds to upload or share any personal data or business contact data through the Platform.
4. You must not upload sensitive, confidential, or third-party personal data beyond what is reasonably necessary for lawful Platform use.
5. BarterNow may use service providers, hosting vendors, communications tools, analytics tools, and payment processors in connection with the Platform, subject to contractual and operational safeguards as deemed appropriate by BarterNow.

11Confidentiality

1. Users may obtain access to non-public business information from other Users through the Platform.
2. Unless disclosure is authorized or legally required, you shall keep such non-public information confidential and use it only for legitimate business evaluation and deal-related purposes.
3. BarterNow is not responsible for independent confidentiality obligations between Users and recommends that Users execute separate non-disclosure agreements where needed.

12Third-Party Services and Links

1. The Platform may integrate with or link to third-party tools, sites, payment providers, cloud services, CRMs, map providers, analytics providers, or communication tools.
2. BarterNow is not responsible for third-party services, uptime, content, policies, availability, security, or performance.
3. Your use of third-party services is governed by the applicable third-party terms and policies.

13Suspension, Restriction, and Termination

1. BarterNow may suspend, restrict, disable, or terminate your access to the Platform, with or without prior notice, if:
   • you breach these Terms;
   • your account information appears inaccurate or misleading;
   • BarterNow receives legal, regulatory, or law-enforcement direction;
   • your conduct creates legal, reputational, operational, or security risk;
   • payments due to BarterNow remain overdue;
   • BarterNow reasonably believes fraud or abuse may have occurred.
2. BarterNow may preserve records and cooperate with lawful requests from courts, regulators, or law-enforcement agencies in accordance with applicable law.
3. Termination or suspension shall not affect accrued rights, payment obligations, indemnities, limitations of liability, or provisions intended by their nature to survive.

14Disclaimers

To the maximum extent permitted by applicable law:

1. the Platform is provided on an "as is" and "as available" basis;
2. BarterNow makes no representation or warranty regarding uninterrupted access, accuracy, completeness, merchantability, fitness for a particular purpose, title, non-infringement, or error-free performance;
3. BarterNow does not warrant that any profile, User, lead, event, sponsor, agency, organizer, opportunity, metric, insight, or deliverable is genuine, accurate, profitable, suitable, or compliant;
4. BarterNow does not guarantee deal closure, sponsorship funding, campaign success, attendance, ROI, reach, impressions, sales impact, brand lift, or any other business result;
5. BarterNow does not guarantee the conduct, solvency, legitimacy, authority, or performance of any User.

Nothing in these Terms excludes any statutory right or liability that cannot be excluded under applicable law.

15Limitation of Liability

To the maximum extent permitted by applicable law:

1. BarterNow shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, business, goodwill, data, opportunities, contracts, or reputation.
2. BarterNow shall not be liable for any User-to-User dispute, failed negotiation, failed sponsorship, unpaid invoice, disputed deliverable, event cancellation, reputational issue, third-party claim, or regulatory action arising from User Content or User conduct.
3. BarterNow's aggregate liability arising out of or relating to the Platform or these Terms shall not exceed the total amount actually paid by you to BarterNow for the Platform during the three months immediately preceding the event giving rise to the claim, or INR 10,000, whichever is lower.
4. The above limitation shall not apply to liability that cannot be limited under applicable law.

16Indemnity

You agree to defend, indemnify, and hold harmless BarterNow, its affiliates, founders, directors, officers, employees, consultants, and agents from and against any claims, actions, proceedings, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising from or relating to:

1. your use of the Platform;
2. your User Content;
3. your dealings with other Users;
4. your breach of these Terms;
5. your violation of applicable law or third-party rights;
6. any claim concerning deliverables, campaigns, sponsorships, representations, rights, inventory, promotions, or obligations offered or undertaken by you.

17Electronic Records and Communications

1. You consent to electronic records, click-wrap acceptance, electronic communications, and electronic notices in connection with the Platform.
2. Records generated through the Platform, including acceptance logs, communications, timestamps, workflow states, uploaded evidence, and audit trails, may be maintained by BarterNow for platform administration, compliance, support, and dispute-handling purposes, subject to applicable law and internal retention practices.

18Governing Law and Dispute Resolution

1. These Terms shall be governed by and construed in accordance with the laws of India.
2. The parties shall first attempt to resolve disputes amicably through good-faith discussions within 30 days of written notice.
3. If the dispute is not resolved amicably, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996.
4. The arbitration shall be conducted by a sole arbitrator appointed in accordance with applicable law.
5. The language of arbitration shall be English.

19Force Majeure

BarterNow shall not be liable for any delay, disruption, or failure caused by events beyond its reasonable control, including natural disasters, acts of God, internet failures, telecom outages, cyberattacks, government restrictions, war, civil disturbance, labor disruptions, epidemic or pandemic events, or failures of hosting or third-party infrastructure.

20Changes to the Terms

1. BarterNow may modify these Terms from time to time.
2. Updated Terms may be posted on the Platform with a revised effective date.
3. Continued use of the Platform after such update constitutes acceptance of the revised Terms, unless applicable law requires a fresh express consent.

21Notices and Grievance Contact

For notices, complaints, legal correspondence, or grievance redressal, contact:

22General Provisions

1. If any provision of these Terms is held unenforceable, the remaining provisions shall continue in full force and effect.
2. BarterNow's failure to enforce any provision shall not constitute a waiver.
3. You may not assign or transfer your rights or obligations under these Terms without BarterNow's prior written consent.
4. BarterNow may assign these Terms in connection with a merger, restructuring, acquisition, sale of assets, or corporate reorganization.
5. These Terms, together with the privacy policy, pricing terms, order forms, and any other expressly incorporated policies, constitute the entire agreement between you and BarterNow regarding the Platform.

23Legal and Regulatory References

This Terms draft is intended to be read alongside, and where applicable aligned with, the following Indian legal framework, as amended from time to time:

1. The Indian Contract Act, 1872
   Official source: https://www.indiacode.nic.in/handle/123456789/2187
2. The Information Technology Act, 2000
   Official source: https://www.indiacode.nic.in/handle/123456789/1999
3. The Digital Personal Data Protection Act, 2023
   Official source: https://www.indiacode.nic.in/handle/123456789/22037?locale=en
4. The Consumer Protection Act, 2019
   Official source: https://www.indiacode.nic.in/handle/123456789/17942
5. The Consumer Protection (E-Commerce) Rules, 2020
   Official source: https://consumeraffairs.nic.in/theconsumerprotection/consumer-protection-e-commerce-rules-2020
6. The Arbitration and Conciliation Act, 1996
   Official source: https://www.indiacode.nic.in/handle/123456789/1978
7. The Copyright Act, 1957
   Official source: https://www.indiacode.nic.in/handle/123456789/1367
8. The Trade Marks Act, 1999
   Official source: https://www.indiacode.nic.in/handle/123456789/1993
9. Applicable tax laws, including GST laws, and any sector-specific advertising, consumer, media, anti-corruption, promotional, event, and data-governance requirements applicable to the relevant User or transaction.

For clarity, these references do not mean BarterNow assumes responsibility for User compliance. Each User remains solely responsible for its own compliance obligations.

24Suggested Click-Accept Statement