Terms & Conditions

Effective Date: 14th August, 2026                                                                                       Version: 1.0

1.     INTRODUCTION AND ACCEPTANCE:

1.1.    These Terms of Service ("Terms") constitute a legally binding agreement between Rishmathi Tech Ventures Private Limited, a company incorporated under the Companies Act, 2013 bearing CIN U58200TS2026PTC216367 and having its registered office at Villa 224, Kavuri Forest Nest, Lemoor Road, Mahesharam, Hyderabad, Telangana – 501359, India, operating under the brand name "MemberSpace" ("MemberSpace", "Company", "we", "us" or "our"), and the residential or non-residential community, apartment owners' association, society, club, trust or other member group that registers on the Platform ("Community"), acting through its authorised administrator(s) ("Admin"), together with every individual member, resident, owner, tenant, committee member, staff member or other user who accesses the Platform on the Community's behalf ("Member", and together with the Community and Admin, "User", "you" or "your").

1.2.    MemberSpace refers to the website located at memberspace.app, together with any associated mobile applications, APIs, and all software, features and modules made available under that brand (collectively, the "Platform" or "Services"), whether accessed on a web browser, a native mobile application, or any other medium through which MemberSpace makes the Services available from time to time.

1.3.    By creating an account, accessing, browsing, downloading, or otherwise using the Platform in any manner, the Community through its Admin and each Member accepts and agrees to be bound by these Terms, our Privacy Policy, Refund & Cancellation Policy and Cookie Policy, each of which is incorporated herein by reference and forms an integral part of the contract between the parties. If you do not agree to these Terms in their entirety, you must not access, register on, or otherwise use the Platform.

1.4.    Where an individual registers as an Admin on behalf of a community, that individual represents and warrants, as a condition of using the Platform, that:

1.4.1.       they are duly authorised by the Community's managing committee, board of trustees, or equivalent governing body to create the account, subscribe to the Services, incur payment obligations on the Community's behalf, and accept these Terms; and

1.4.2.       the acceptance of these Terms by that individual shall be treated, for all purposes, as acceptance by the Community itself. MemberSpace is entitled to rely conclusively on such representation and shall not be obliged to independently verify the admin’s actual authority under the Community's internal governing documents.

1.5.    The Community is responsible for ensuring that its members are made aware of, and agree to comply with, these Terms, the Privacy Policy and the Cookie Policy as a condition of accessing the Platform through the Community's account. Where these Terms are stated to bind "the Community", that obligation is also intended to flow down to, and bind, every Member who is granted access under the Community's account, and the Community undertakes to take reasonable steps to secure such Members' compliance.

1.6.    Where MemberSpace and a Community execute a separate signed order form, subscription agreement, or data processing addendum, the terms of that signed document shall prevail over these Terms to the extent of any direct conflict, and these Terms shall apply to all matters not expressly addressed in that signed document.

2.      DEFINITIONS:

2.1.    "Community" means the apartment owners' association, residential society, gated community, trust, club, alumni network or other group whether a Residential Type Community or a Non-Residential Type Community that has registered on the Platform.

2.2.    "Residential Type Community" means a community constituted of individually numbered flats, villas, plots or other residential units.

2.3.    "Non-Residential Type Community" means a community that is not organised on a unit or flat basis for example, a club, trust etc., and "Member" means, for such a community, each individually registered participant used as the basis for computing subscription fees.

2.4.    "Member", used in the general sense elsewhere in these Terms, means any individual who is granted access to the Platform in relation to a community, including owners, co-owners, tenants, family members, committee members, treasurers, and staff to whom the admin has granted a login, regardless of whether that individual falls within the billing definition in clauses (b) and (c) above.

2.5.    "Sub-Community" means a smaller group, block, wing, floor, or interest group constituted within a community that uses the Sub-Community Donations, Sub-Community Expenses, or Sub-Community Events modules referred to in Clause 4.

2.6.    "Content" means any data, documents, images, resolutions, minutes, survey responses, complaints, messages, financial records or other material uploaded, posted, recorded or generated by a User on or through the Platform.

2.7.    "Community Data" means Content and Personal Data that relates to a community, its members, residents, tenants, staff, or visitors, and that is uploaded, entered, or generated using the Platform at the instance of a community.

2.8.    "Third-Party Services" means any payment gateway, SMS/WhatsApp/email delivery service, cloud hosting or storage provider, analytics tool, or other third-party product or service that is integrated with, or accessible through, the Platform, as further described in Clause 10.

2.9.    "Personal Data" has the meaning ascribed to it under the Digital Personal Data Protection Act, 2023 ("DPDP Act") and is further described in our Privacy Policy.

2.10. "Order Form" means any signed document, online checkout confirmation, or invoice confirming a community’s subscription plan, billing unit count, and fees payable.

2.11. "Admin" means the individual (or individuals) authorised by a community’s managing committee, board of trustees, or equivalent governing body to register, administer, and operate the Community's account on the Platform on the Community's behalf, including creating the account, subscribing to the Services, managing user roles and permissions, and accepting these Terms, as further described in Clauses 1.4 and 3.4.

2.12. "Platform" and "Services" mean the website located at memberspace.app, together with any associated mobile applications, APIs, and all software, features and Modules made available under the MemberSpace brand, as further described in Clause 1.2.

2.13. "Terms" means these Terms of Service, as amended from time to time in accordance with Clause 20.

2.14. "Unit" means each such individual residential unit, used as the basis for computing subscription fees for that Community.

2.15. "User", "you" and "your" mean, collectively, a Community, its Admin(s), and every Member accessing the Platform on that Community's behalf, as further described in Clause 1.1.

3.      ELIGIBILITY, ACCOUNT REGISTRATION AND SECURITY:

3.1.    The Platform is intended for use by Communities and their duly authorised Admins and Members who are at least 18 years of age and competent to contract under the Indian Contract Act, 1872. By registering, the admin confirms both their own eligibility and that they are authorised by the Community's managing committee or equivalent body to onboard the Community onto the Platform.

3.2.    Users must provide accurate, current and complete information at the time of registration and must promptly update such information if it changes. A Community and its Admin are solely responsible for the accuracy of any Unit count, Member count, or billing information supplied to MemberSpace, and MemberSpace shall be entitled to rely on such information for invoicing purposes under Clause 6.

3.3.    Users are responsible for maintaining the confidentiality of their login credentials, for restricting access to their devices, and for all activity that occurs under their account, whether or not authorised by that User. Users must notify MemberSpace immediately at support@rishmathi.com upon becoming aware of any unauthorised use of their account or any other breach of security.

3.4.    The admin is responsible for managing user roles and permissions within the Community's account, including granting or revoking access for Members, tenants, co-owners, family members and staff, and for promptly deactivating the access of any individual who ceases to be entitled to it such as, on sale of a Unit, end of a tenancy, or cessation of employment. MemberSpace is not responsible for continued access by a person whose access ought to have been revoked by the Admin.

3.5.    Where an individual holds more than one role in relation to a community, if an owner who is also a committee member, MemberSpace may, at its discretion, permit a single account to carry multiple role-based permissions, without this being construed as multiple billable Units or Members.

3.6.    MemberSpace offers two methods for a Community to register for the Services:

3.6.1.       Self-Service Registration for Small Communities. A Community's Admin may register directly through the "Register Society" page on the Platform. During registration, the Admin selects the required number of Members/Units and the applicable subscription plan, and completes payment online. Upon successful completion of payment, the subscription is activated and the Community may begin using the Platform. This option is intended to provide a quick and convenient setup for small Communities that wish to get started immediately.

3.6.2.       Assisted Registration for Large Communities. For larger Communities with more complex requirements, the onboarding process may involve a discussion or meeting with the Admin, management team, or other authorised representatives of the Community. Following confirmation of the subscription requirements and scope of Services, MemberSpace will issue an invoice for the applicable subscription fee and any installation/setup fee referred to in Clause 6.9. The subscription is activated, in accordance with the terms agreed during that discussion, upon receipt of the applicable payment.

3.6.3.       The commencement date of the subscription term determined under sub-clause (a) or (b) above governs the billing cycle referred to in Clause 6.1 and the timelines set out in the Refund & Cancellation Policy.

4.      NATURE OF THE PLATFORM AND SCOPE OF SERVICES:

4.1.    MemberSpace provides a technology platform to help Communities collaborate, communicate and manage aspects of their governance and day-to-day administration. Depending on the plan subscribed to, this may include some or all of the following modules:

·      Online Surveys, Digital Resolutions,

·      GBM Documentation, One Click Voter List,

·      Sub-Communities,

·      Sub-Community Donations,

·      Sub-Community Expenses, and Sub-Community Events.

4.2.    MemberSpace is a facilitation and record-keeping technology, and is not, and does not hold itself out to be a society, a co-operative body, a trust, a managing committee, a registrar of societies, a financial institution, an accounting firm, a law firm, an election commission, or a regulator of any kind. The Community remains solely responsible for its own governance, decision-making, and compliance with its constitutive documents and applicable law; MemberSpace's role is limited to providing the software tools described in this Clause 4.

4.3.    MemberSpace may add, modify, suspend, rebrand, or discontinue any Module or feature at its discretion, including in response to changes in law, security requirements, or commercial considerations. Where a change is likely to materially reduce the core functionality relied upon by a Community, MemberSpace will use reasonable efforts to provide advance notice under Clause 21.

4.4.    MemberSpace may make new features available on a beta, pilot, or early-access basis. Such features are provided strictly on an "as is" basis, without any warranty, may be modified or withdrawn at any time without liability, and any Content or data generated using such features may not be preserved if the feature is discontinued. Users are advised not to treat beta features as a system of record for statutory or governance purposes.

5.      DIGITAL RESOLUTIONS, GOVERNANCE RECORDS AND ELECTION-RELATED DISCLAIMERS:

5.1.    Electronic voting and digital resolutions made available through the Platform are facilitation tools only. The legal validity, quorum, and procedural sufficiency of any resolution passed using the Platform depends entirely on the Community's own governing documents including its bye-laws, memorandum, rules, or trust deed, as applicable and the applicable law governing that Community including, where relevant, the Societies Registration Act, the applicable State Apartment Ownership/Co-operative Societies legislation, the Indian Trusts Act, 1882, or the Companies Act, 2013. MemberSpace makes no representation, and gives no warranty, that any resolution passed through the Platform is, without more, legally valid, binding, or enforceable, and expressly disclaims any responsibility for a community’s failure to satisfy its own procedural or quorum requirements.

5.2.    Any voter list or eligibility list generated through the Platform is generated solely on the basis of the membership and eligibility data entered and maintained by the Community's Admin. MemberSpace does not independently verify voter eligibility, residency status, arrears, proxy validity, or any other qualifying criterion, and the Community is solely responsible for the accuracy, completeness, and legal sufficiency of the eligibility criteria applied and the resulting list.

5.3.    MemberSpace stores documents, minutes and resolutions uploaded by Users but does not verify the authenticity, accuracy, completeness, or legal sufficiency of any such document. Where GBM (General Body Meeting) minutes or resolutions are stored on the Platform with the intention that they serve as the Community's statutory record, responsibility for ensuring that such records satisfy applicable statutory and procedural requirements rests solely with the Community and its Admin; MemberSpace's role is limited to secure storage and retrieval.

5.4.    Where records stored on the Platform are relied upon in, or are the subject of, any election dispute, resolution challenge, arbitration, court proceeding, regulatory inquiry, or subpoena, MemberSpace will:

5.4.1.       preserve the relevant records in the form in which they are ordinarily maintained, subject to its standard retention practices;

5.4.2.       reasonably cooperate with a lawful request for record production, including by way of a certified export or, where legally required, a certificate under Section 65B of the Indian Evidence Act, 1872 or the corresponding provision of the Bharatiya Sakshya Adhiniyam, 2023; and

5.4.3.       require the requesting party to bear MemberSpace's reasonable costs of compliance, including legal and administrative costs, unless MemberSpace is itself a party under a binding court or statutory direction to bear such costs. MemberSpace shall not be liable for the content, accuracy, or evidentiary weight ultimately given to any such record by a court, tribunal, arbitrator, or Registrar, and does not certify that any record so produced is complete for the purposes for which it is sought.

5.5.    Where a community configures the Platform's Online Surveys or complaint features to collect responses on an anonymous or confidential basis, the Platform will, in accordance with that configuration, withhold a respondent's identity from other Members and from any Admin who does not hold system-level or database-level access.

5.5.1.       Users should note the technical distinction between "anonymisation" where a response can never, by any technical means, be linked back to the respondent and pseudonymisation or identity-restricted display, where a respondent's identity is hidden from ordinary Users in the Platform's interface but may remain technically recoverable, whether by MemberSpace or by an Admin holding elevated or system-level permissions, from underlying records such as system logs, database entries, account metadata, or IP address.

5.5.2.       A Community and its Admins must not represent to their members that a survey or complaint feature offers guaranteed, irreversible anonymity unless MemberSpace has confirmed to the Community in writing that the specific feature, as configured, meets that technical standard. In the absence of such written confirmation, a community must describe the relevant feature to its members only as "confidential" or "restricted-visibility", and not as "anonymous"

5.5.3.       MemberSpace will not access, and will not permit any Admin or other User to access, respondent-identifying information associated with a response collected on a confidential or restricted-visibility basis, except:

5.5.3.1.where necessary to investigate a suspected violation of Clause 8;

5.5.3.2.where required by applicable law or a valid order of a court, tribunal, or governmental authority;

5.5.3.3.with the affected respondent's consent.

5.5.4.       Nothing in this Clause 5.5 constitutes a representation that any specific feature of the Platform provides true, irreversible anonymity. The precise privacy characteristics of a given feature are as stated in that feature's in-product description, where available, and in any written confirmation given under sub-clause 5.5.2 above.

5.6.    As between MemberSpace and a Community, MemberSpace acts as a Data Processor in respect of the Community's data, and the Community acts as the Data Fiduciary in respect of the personal data of its own Members that it manages using the Platform, as further described in our Privacy Policy.

6.      FEES, BILLING AND SUBSCRIPTION:

6.1.    The annual subscription fee payable by a community is calculated as the number of Units (for Residential Type Communities) or Members (for Non-Residential Type Communities) multiplied by ₹99/- (Rupees Ninety Nine only) per Unit/Member per month, subject to a minimum annual subscription fee of ₹5,000/- (Rupees Five-Thousand only), whichever is higher.

6.2.    All fees stated on the Platform are exclusive of applicable Goods and Services Tax (GST) and other statutory levies, which shall be charged additionally at the rate prevailing at the time of invoicing. MemberSpace has applied for GST registration; the GSTIN shall be reflected on the tax invoice issued to each Community once allotted, and this Clause shall be read as referring to the GSTIN so allotted.

6.3.    For billing purposes, the relevant count is the number of Units for Residential Type Communities, irrespective of the number of individual occupants, tenants, or family members using logins in respect of that Unit or the number of registered Members for Non-Residential Type Communities, as applicable, and shall be determined based on the information provided by the Admin at the time of subscription or renewal. MemberSpace reserves the right to request supporting documentation such as an occupancy list to verify the declared count, and to re-invoice the difference, plus applicable interest, where a material under-declaration is identified.

6.4.    MemberSpace may revise its subscription pricing from time to time. Any such revision shall be notified to Community Admins at least two (2) months prior to the effective date of the revised pricing, and shall apply prospectively from the next billing/renewal cycle following such notice. A Community that does not wish to accept a revised price may decline to renew in accordance with the Refund & Cancellation Policy.

6.5.    Save as set out in sub-clause 6.5.2 below, subscriptions do not renew automatically. A subscription renews only on the Admin's affirmative confirmation, given prior to expiry of the then-current subscription term, and MemberSpace does not charge a Community for a renewal term in the absence of such confirmation:

6.5.1.       The Admin's renewal confirmation may be given in writing, by email, or by way of a clear affirmative action within the Platform such as accepting a renewal prompt, and constitutes agreement to the subscription fee and term applicable at the time of renewal under Clause 6.1 and 6.4.

6.5.2.       If MemberSpace introduces an auto-renewing subscription option for a Community, whether generally or for a specific plan, such auto-renewal shall apply to that Community only where:

6.5.2.1    the admin has affirmatively opted into auto-renewal at the time of subscribing or last renewing, such opt-in not being pre-selected by default;

6.5.2.2    MemberSpace sends the admin a reminder notice at least 7 (seven) days before the renewal/auto-debit date, stating the renewal date, the exact amount to be charged, and the manner of cancelling; and

6.5.2.3    the Admin is given a simple, accessible mechanism to cancel or opt out of the auto-renewal at any time before the renewal date, without being required to contact MemberSpace by phone or in person to do so. This sub-clause 6.5.2 is drafted to align with applicable Reserve Bank of India guidelines on recurring/e-mandate payments and the Consumer Protection (E-Commerce) Rules, 2020, and shall apply automatically, without further amendment to these Terms, if and when MemberSpace introduces auto-renewal.

6.6.    Invoices are payable in full, in Indian Rupees, within the period of 15 days stated on the invoice.

6.7.    In the event of non-payment of subscription fees by the due date, MemberSpace may charge interest on the overdue amount at 18% per annum, and may, after providing reasonable notice, suspend the Community's access to the Platform until payment is made. Data associated with a suspended account shall continue to be retained in accordance with our data retention practices during a reasonable cure period, after which it may be dealt with in accordance with Clause 14.

6.8.    A Community must notify MemberSpace of any disputed charge within 30 (thirty) days of the relevant invoice date, failing which the invoice shall be deemed accepted. This Clause does not limit a community’s statutory rights under applicable consumer-protection law.

6.9.    Where a community registers via Assisted Registration under Clause 3.6(b), MemberSpace may charge an installation, onboarding, configuration, data migration, or other setup fee, in addition to the subscription fee under Clause 6.1, as confirmed on the applicable invoice. Such fees are payable in accordance with Clause 6.6, and their refundability or non-refundability is governed by the Refund & Cancellation Policy.

7.      HANDLING OF FUNDS:

7.1.    The Sub-Community Donations and Sub-Community Expenses Modules are record-keeping and facilitation tools. Unless expressly and separately agreed in writing between MemberSpace and a Community (including, where applicable, in a dedicated payment-services addendum), MemberSpace does not itself collect, hold, custody, or disburse donation or expense monies on behalf of any Community or Sub-Community, and any payment made in connection with a Sub-Community Donation or Expense is a pass-through transaction directly between the paying Member and the bank account nominated by the relevant Community or Sub-Community, processed through the payment gateway referred to in Clause 10.

7.2.    The Community or Sub-Community receiving a donation or expense contribution is solely responsible for issuing any receipt, acknowledgement, or tax-exemption certificate (including any receipt referencing Section 80G of the Income-tax Act, 1961) to the contributing Member, and for the correctness of any representation made in such receipt. MemberSpace does not issue donation receipts on behalf of any Community and makes no representation as to the tax-deductibility of any contribution recorded on the Platform:

7.2.1      Where a Community or Sub-Community is a trust, religious or charitable institution, or otherwise receives or solicits contributions from any person or source outside India including from non-resident Indians, persons of Indian origin, or foreign nationals that Community is solely responsible for determining whether such contributions are regulated under the Foreign Contribution (Regulation) Act, 2010 ("FCRA"), and for obtaining any registration, prior permission, or other compliance required under the FCRA before accepting such contributions.

7.2.2      MemberSpace does not verify, monitor, or certify the source, residency, or citizenship status of any contributor, does not operate as an FCRA-designated bank account, and does not itself receive, hold, or facilitate the receipt of "foreign contribution" within the meaning of the FCRA. MemberSpace accepts no responsibility for, and makes no representation as to, a community’s or Sub-Community's compliance or non-compliance with the FCRA.

7.2.3      Nothing in this Clause 7.2 constitutes advice on the applicability of the FCRA, the Income-tax Act, 1961, or any other law to a community’s specific facts, and each Community particularly a temple trust or other religious or charitable Community that may receive contributions from persons outside India, is advised to obtain independent professional advice on its obligations under the FCRA before accepting such contributions through the Platform.

7.2.4      Any summary, ledger, or report generated by the Sub-Community Expenses Module is a record-keeping convenience based on data entered by Users and does not constitute an audited financial statement, and shall not be relied upon as such by any Community, Sub-Community, statutory auditor, or regulator. MemberSpace disclaims all responsibility for the accuracy of self-reported financial entries.

7.2.5      For the avoidance of doubt, the subscription fees payable to MemberSpace under Clause 6 are entirely distinct from, and shall never be commingled with, funds donated to or spent by a Sub-Community. The Refund & Cancellation Policy addresses these two categories separately.

8.      ACCEPTABLE USE POLICY:

8.1.    MemberSpace is designed to help Communities collaborate, communicate, and manage their governance in a secure and respectful environment. By using the Platform, you agree to use it only for lawful and authorised community purposes.

8.2.    Users must not engage in activities that are illegal, fraudulent, abusive, harmful, or that compromise the security, privacy, or rights of other Users or Communities. Without limiting the generality of the foregoing, Users must not:

8.2.1        gain or attempt to gain unauthorised access to any account, Community data, or part of the Platform not intended for their role;

8.2.2        harass, defame, threaten, or discriminate against any other User;

8.2.3        upload, transmit, or introduce any virus, malware, ransomware, or other malicious code;

8.2.4        send unsolicited bulk messages (spam) to other Users through the Platform's communication features;

8.2.5        upload false, misleading, defamatory, or fabricated information, including false resolutions, minutes, survey results, or financial entries;

8.2.6        misuse Community data obtained through the Platform for any purpose outside the scope of the Community's governance including for commercial solicitation, profiling, or resale of Member contact details;

8.2.7        probe, scan, or test the vulnerability of the Platform, or attempt to breach any security or authentication measure, except pursuant to a written, pre-authorised responsible-disclosure or bug-bounty arrangement with MemberSpace;

8.2.8        use any automated means (bot, scraper, crawler) to access, extract, or index data from the Platform without MemberSpace's prior written consent;

8.2.9        circumvent, disable, or otherwise interfere with any role-based access control, rate-limit, or other security feature of the Platform;

8.2.10     use the Platform to collect, process, or store data relating to any individual in a manner that violates the DPDP Act or any other applicable data protection law.

8.3.    MemberSpace reserves the right, but is not obliged, to investigate suspected violations of this Clause 8, including by reviewing Content and account activity to the extent necessary for such investigation, and to take appropriate action, including warning, rate-limiting, suspending, or terminating an account in accordance with Clause 14, and reporting unlawful activity to relevant authorities where required by law.

9.      INTERMEDIARY STATUS AND SAFE HARBOUR:

MemberSpace is an intermediary within the meaning of Section 2(1)(w) of the Information Technology Act, 2000 in respect of Content uploaded, posted or transmitted by Users. MemberSpace observes the due diligence requirements of Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, as amended from time to time (including by the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Amendment Rules, 2026), including by publishing this Terms of Service, the Privacy Policy and the Cookie Policy, informing Users of the categories of prohibited Content under Clause 8 (Acceptable Use Policy), and acting on actual knowledge or a court or government order to remove or disable access to unlawful Content within the timelines set out in the Grievance Officer and Notices clause of these Terms.

Nothing in this Clause shall be construed as MemberSpace exercising editorial control over, or assuming responsibility for the accuracy, legality or completeness of, any Content, responsibility for which remains solely with the User who uploaded it, consistent with Clause 5 (Digital Resolutions, Governance Records and Election-Related Disclaimers) and Clause 8 (Acceptable Use Policy).

10.  USER CONTENT, LICENCE AND FEEDBACK

10.1. By uploading Content, Users grant MemberSpace a limited, non-exclusive, worldwide, royalty-free licence to store, process, display, transmit, and back up such Content solely for the purpose of providing, maintaining, securing, and improving the Services.

10.2. This licence does not transfer ownership of the Content to MemberSpace and automatically ends when the Content is deleted from the Platform, subject to applicable legal, regulatory, and backup retention requirements.

10.3. MemberSpace may use Content and usage data in an aggregated and/or anonymised form for analytics, benchmarking, product improvement, and research purposes, provided that such data is anonymised to the standard that it no longer constitutes "personal data" within the meaning of the Digital Personal Data Protection Act, 2023 that is, no individual is identifiable, whether directly or indirectly, by or in relation to that data, whether alone or in combination with any other information reasonably likely to be available to MemberSpace:

10.3.1.    Data anonymised to that standard fall outside the definition of "Content" and "Personal Data" under these Terms and the Privacy Policy, and its use by MemberSpace under this Clause 10.3 is accordingly not restricted by sub-clause 10.1 or by the Privacy Policy's consent and purpose-limitation provisions.

10.3.2.    For the avoidance of doubt, the act of processing Content or usage data in order to aggregate or anonymise it is itself "processing" of personal data under the DPDP Act, even though the resulting anonymised output is not, and this Clause 9.3 does not dispense with the requirement for a valid notice or lawful basis for that anterior processing step.

10.4. If a User voluntarily provides MemberSpace with suggestions, ideas, or other feedback about the Platform, MemberSpace may use such feedback for any purpose, including to improve the Platform, without any obligation to compensate the User, and without the feedback being treated as that User's Confidential Information under Clause 16.

11.  THIRD-PARTY SERVICES AND INTEGRATIONS

11.1. The Platform relies on, and may be integrated with, Third-Party Services, such as:

·       MSG91 for SMS providing

·       Zepto Mail for email notifications

·       Razor Pay for payments

·       Google Cloud Storage for documents / image storage.

11.2. MemberSpace is not responsible for the acts, omissions, downtime, security practices, or terms of service of any Third-Party Service, and a User's use of a Third-Party Service including entering payment card or bank details into a payment gateway's interface is governed by that Third-Party Service's own terms and privacy policy, to which the User should refer separately.

11.3. MemberSpace does not store full payment card numbers, CVVs, or net-banking credentials; such information is collected and processed directly by our payment gateway provider in accordance with applicable RBI tokenisation and data-storage guidelines.

11.4. If a Third-Party Service changes its terms, pricing, or availability in a manner that affects the Platform, MemberSpace may modify, suspend, or replace the relevant integration, and shall not be liable for any resulting disruption, save to the extent caused by MemberSpace's own gross negligence or wilful default.

12.  INDEMNIFICATION:

12.1. The Community and its Admin(s) shall, jointly and severally, indemnify, defend, and hold harmless MemberSpace, its directors, officers, employees, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

12.1.1.    any unlawful, defamatory, infringing, or otherwise objectionable Content uploaded, posted, or transmitted by the Community or its Members;

12.1.2.    any breach of Clause 8 (Acceptable Use Policy) by the Community or its Members;

12.1.3.    any misuse of another User's Personal Data, or any failure by the Community, in its capacity as Data Fiduciary for Community Data, to obtain a valid lawful basis for processing such data as required under the DPDP Act;

12.1.4.    any dispute between the Community and its own Members, including any election, resolution, donation, or expense-related dispute, and any claim that the Community's use of the Platform (including any resolution or record produced by it) failed to comply with the Community's own governing documents or applicable law;

12.1.5.    any breach of these Terms by the Community or its Admin(s), including a material misstatement of the Unit or Member count under Clause 6.3; and

12.1.6.    any third-party claim arising from the Community's or its Members' use of the Platform in a manner not authorised by these Terms.

12.2. MemberSpace shall indemnify, defend, and hold harmless the Community against any third-party claim to the extent it alleges that the Platform, as provided by MemberSpace and used strictly in accordance with these Terms, infringes an Indian patent, copyright, or trademark, save where the claim arises from:

12.2.1.    the Community's Content;

12.2.2.    modification of the Platform by anyone other than MemberSpace;

12.2.3.    use of the Platform in combination with a product or service not provided by MemberSpace; or

12.2.4.    continued use after MemberSpace has notified the Community to discontinue use of the infringing element and offered a substantially equivalent, non-infringing alternative.

12.3. The party seeking indemnification shall:

12.3.1.    promptly notify the indemnifying party in writing of the claim;

12.3.2.    give the indemnifying party sole control of the defence and settlement of the claim, provided that no settlement that admits fault on behalf of, or imposes a non-monetary obligation on, the indemnified party may be entered into without its prior written consent; and

12.3.3.    provide reasonable cooperation, at the indemnifying party's expense, in the defence of the claim. A delay in notification shall not relieve the indemnifying party of its obligations under this Clause 12 except to the extent the indemnifying party is materially prejudiced by such delay.

13.  WARRANTIES AND DISCLAIMERS:

13.1. MemberSpace is provided on an "as is" and "as available" basis. While we strive to provide a secure and reliable service, we do not guarantee uninterrupted, error-free, or completely secure operation, and we do not warrant that the Platform will meet every requirement of every Community.

13.2. MemberSpace is a technology platform that facilitates community management and governance and is not responsible for the accuracy of user-generated content, community decisions, elections, resolutions, or disputes between Users.

13.3. MemberSpace is a software platform that enables community management, communication, and governance. We are not a financial institution, legal service provider, government authority, or regulatory body. MemberSpace does not provide legal, financial, accounting, or professional advice, and Users remain responsible for complying with applicable laws, regulations, and their Community's governing documents. Nothing on the Platform, including any accounting or expense-tracking output of the Sub-Community Expenses Module or any resolution or voter list generated through the Platform, shall be construed as professional accounting, audit, tax, or legal advice.

13.4. To the maximum extent permitted by law, MemberSpace disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, and non-infringement, save to the extent such disclaimer is not permitted under the Consumer Protection Act, 2019 or other applicable law.

14.  LIMITATION OF LIABILITY:

14.1. To the fullest extent permitted by law, MemberSpace's liability is limited to the subscription fees paid for the Service.

14.2. To the maximum extent permitted by applicable law, MemberSpace's total liability for any claim arising out of or relating to the use of the Platform, whether in contract, tort including negligence, or otherwise, shall not exceed the subscription fees paid by the Community to MemberSpace during the twelve (12) months immediately preceding the event giving rise to the claim.

14.3. In no event shall MemberSpace be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of data, revenue, profit, or goodwill, arising out of or in connection with the use of the Platform, howsoever arising, even if MemberSpace has been advised of the possibility of such damages.

14.4. Nothing in this Clause 14 or in Clause 13 shall operate to exclude or limit:

14.4.1.    either party's liability for death or personal injury caused by its negligence;

14.4.2.    either party's liability for fraud or fraudulent misrepresentation;

14.4.3.    MemberSpace's indemnification obligation under Clause 11.2; or

14.4.4.    any liability that cannot lawfully be excluded or limited under the Consumer Protection Act, 2019 or other applicable Indian law.

14.4.5.    MemberSpace's direct liability to a Data Principal who is not a party to these Terms, or any penalty that the Data Protection Board of India or another regulator may impose on MemberSpace under applicable data-protection law.

14.5. The parties acknowledge that the subscription fees charged under Clause 6 reflect, in part, the allocation of risk set out in this Clause 14 and in Clause 13, and that MemberSpace would not be able to offer the Services at the stated pricing without these limitations.

15.  SUSPENSION AND TERMINATION:

15.1. MemberSpace reserves the right to suspend or terminate any user account or Community subscription if:

15.1.1.    these Terms are violated;

15.1.2.    the Platform is used for unlawful or fraudulent activities;

15.1.3.    security is compromised or reasonably suspected to be compromised;

15.1.4.    payment obligations are not met in accordance with Clause 6; or

15.1.5.    continued use poses a risk to MemberSpace or other Users. Where practicable, we will provide prior notice before suspension or termination, save where immediate action is necessary to prevent harm, in which case notice will be given as soon as reasonably practicable thereafter.

15.2. A Community may terminate its subscription in accordance with the notice and effective-date provisions of the Refund & Cancellation Policy.

15.3. Upon termination, the Community's and its Members' right to access the Platform shall cease. Clauses 10 (to the extent of the surviving licence obligations), 12 (Indemnification), 13–14 (Warranties and Liability), 16 (Confidentiality), 22 (Dispute Resolution), and 23 (General Provisions), and any other clause which by its nature ought to survive, shall survive termination of these Terms.

15.4. MemberSpace shall make Community Data available for export in a commonly used format for a period of 30 (thirty) days following termination ("Export Window"), after which such data shall be deleted or anonymised from MemberSpace's active production systems in accordance with our data retention schedule, subject to any legal, regulatory, or backup-retention requirement to retain it for a longer period, as further described in our Privacy Policy. MemberSpace shall have no obligation to retain or provide access to Community Data after the expiry of the Export Window.

15.5. Where an account is suspended solely for non-payment under Clause 6.7, MemberSpace shall retain the Community's Data in read-only storage i.e., not accessible for further data entry but not yet deleted for 60 (sixty) days from the date of suspension, to allow the Community an opportunity to cure the default and resume full access. If the default is not cured within this period, MemberSpace may treat the subscription as terminated under this Clause 15 and the Export Window in Clause 15.4 shall commence.

16.  CONFIDENTIALITY:

16.1. "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with these Terms, whether disclosed orally, in writing, or by access to systems or documents, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including business, technical, financial, and pricing information, and, in MemberSpace's case, the Platform's source code, architecture, security practices, and non-public product roadmap.

16.2. Confidential Information does not include information that:

15.2.1     is or becomes publicly available through no fault of the Receiving Party;

15.2.2     was already lawfully known to the Receiving Party before disclosure, without an obligation of confidentiality;

15.2.3     is lawfully received from a third party without restriction; or

15.2.4     is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

16.3. Each party shall:

16.3.1.    use the other party's Confidential Information solely for the purposes of these Terms;

16.3.2.    protect it using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care; and

16.3.3.    not disclose it to any third party except to its employees, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Clause 16.

16.4. A Receiving Party may disclose Confidential Information to the extent required by law, regulation, or a valid order of a court or governmental authority, provided that, where legally permissible, it gives the Disclosing Party prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.

16.5. The obligations in this Clause 16 shall survive for a period of 3 (three) years from the date of disclosure, or, in respect of Community Data and MemberSpace's source code and security architecture, for so long as such information remains confidential in nature. Each party acknowledges that a breach of this Clause 15 may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedy available at law.

17.  FORCE MAJEURE:

17.1. Neither party shall be liable for any failure or delay in performance under these Terms arising out of causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, riots, civil unrest, embargoes, acts of civil or military authority, fire, floods, epidemics or pandemics, strikes or labour disputes, or internet, telecommunication, power, or cloud-infrastructure outages of third-party providers not caused by the affected party's own default. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact of the force majeure event. Payment obligations already accrued prior to the force majeure event shall survive, but no interest under Clause 6.7 shall accrue on payments that are delayed solely due to a force majeure event affecting the Community's ability to pay.

18.  PUBLICITY AND NON-CIRCUMVENTION

18.1. MemberSpace may identify the Community, using its name and/or logo, as a customer of MemberSpace in customer lists, case studies, and marketing materials, unless the Community opts out of this by written notice to abhilash@rishmathi.com

18.2. During the subscription term and for 12 (twelve) months thereafter, a Community shall not, and shall not assist any third party to, reverse-engineer, copy, or replicate the Platform's functionality for the purpose of building or operating a competing product, and shall not solicit MemberSpace's employees or contractors to terminate their engagement with MemberSpace for the purpose of joining a competing venture.

19.  API ACCESS AND SECURITY TESTING

19.1. Where MemberSpace makes an API available, access to it is subject to such rate limits, authentication requirements, and API-specific terms as MemberSpace may prescribe from time to time, and any use of the API outside those limits or terms is a breach of these Terms.

19.2. Any User who identifies a security vulnerability in the Platform is encouraged to report it responsibly to abhilash@rishmathi.com. Users must not exploit a vulnerability beyond what is minimally necessary to demonstrate its existence, must not access, modify, or exfiltrate another User's or Community's data in the course of testing, and must not publicly disclose a vulnerability before MemberSpace has had a reasonable opportunity to remediate it. Good-faith security research conducted in compliance with this Clause 19.2 will not be treated as a breach of Clause 8.2.7.

20.  GRIEVANCE OFFICER AND NOTICES

20.1. In accordance with applicable Indian law, including the Information Technology Act, 2000 and rules made thereunder, MemberSpace has appointed the following Grievance Officer:

Name: Abhilash Gampa

Designation: Grievance Officer

Email: abhilash@rishmathi.com

Phone: +91 80190 91218

Address: Villa 224, Kavuri Forest Nest, Lemoor Road, Mahesharam, Hyderabad, Telangana – 501359, India

20.2. All other notices under these Terms shall be sent to the above address/email, or to such other address as MemberSpace may notify from time to time, and to the admin’s registered email address in the case of notices to a Community. A notice sent by email shall be deemed received on the date of transmission, provided no delivery-failure notification is received by the sender.

20.3. In respect of a grievance or complaint concerning Content, and in accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, as amended by the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Amendment Rules, 2026: MemberSpace will acknowledge the grievance within 24 (twenty-four) hours of receipt; resolve a general grievance within 7 (seven) days; act on a complaint regarding unlawful Content within 36 (thirty-six) hours; comply with a court order or government directive to remove or disable access to specific Content within 3 (three) hours; and act on a complaint regarding non-consensual intimate imagery or synthetically generated content impersonating an identifiable individual within 2 (two) hours. These timelines apply to grievances concerning Content and are distinct from, and without prejudice to, the timeline applicable to a Data Principal's rights-related grievance under the Privacy Policy. MemberSpace will further notify Users, at least once every three (3) months, of these Terms, the categories of Content that may not be hosted on the Platform, and the consequences of non-compliance, in accordance with the aforesaid Rules.

21.  AMENDMENTS TO THESE TERMS:

21.1. MemberSpace may revise these Terms from time to time, including to reflect changes in applicable law, security requirements, the Services offered, or MemberSpace's business practices.

21.2. Material changes will be notified to Community Admins by email and/or by a prominent notice on the Platform at least 15 (fifteen) days prior to the effective date of the change, except where a shorter period is necessary to address an imminent legal, security, or safety requirement, in which case MemberSpace will provide as much advance notice as is reasonably practicable in the circumstances.

21.3. Non-material changes such as clarificatory edits, formatting changes, or updates to contact details may be made without prior notice and will take effect from the date of posting on the Platform.

21.4. Continued access to or use of the Platform by a Community or its Members after the effective date of a revised version of these Terms constitutes acceptance of the revised Terms. If a Community does not agree to a material change, its sole remedy is to terminate its subscription in accordance with the Refund & Cancellation Policy before the effective date of the change; continued use after that date shall be deemed acceptance.

21.5. Each published version of these Terms shall bear a version number and effective date at the top of the document, and MemberSpace shall maintain a record of prior versions for reference.

22.  DISPUTE RESOLUTION

22.1. In the event of any dispute, controversy, or claim arising out of or relating to these Terms, including any question regarding its existence, validity, interpretation, breach, or termination ("Dispute"), the parties shall first attempt in good faith to resolve the Dispute through negotiation between their respective authorised representatives within 30 (thirty) days of a written notice of Dispute.

22.2. If the Dispute is not resolved through negotiation within the period specified in Clause 21.1, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended from time to time. The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the parties (or, failing agreement within 15 days, appointed in accordance with the said Act), the seat and venue of arbitration shall be Hyderabad, Telangana, the language of the arbitration shall be English, and the arbitral award shall be final and binding on the parties, subject to applicable law.

22.3. Nothing in this Clause 22 shall prevent either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction in Hyderabad, Telangana, pending the constitution of the arbitral tribunal, including in relation to a breach or threatened breach of Clause 16 (Confidentiality) or Clause 10 (User Content, Licence and Feedback).

22.4. These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict-of-laws principles.

22.5. Nothing in this Clause 22 shall be construed as preventing a Community or Member who qualifies as a ‘consumer’ under the Consumer Protection Act, 2019 from approaching a consumer forum or commission of competent jurisdiction under that Act, notwithstanding the agreement to arbitrate set out in Clause 22.2.

23.  GENERAL PROVISIONS

23.1. Relationship of Parties - Nothing in these Terms shall be construed to create a partnership, joint venture, agency, trust, or employment relationship between MemberSpace and any User. Neither party has the authority to bind the other to any third party.

23.2. Assignment - A Community may not assign or transfer its rights or obligations under these Terms without MemberSpace's prior written consent, such consent not to be unreasonably withheld. MemberSpace may assign these Terms, in whole or in part, without the Community's consent, in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms.

23.3. Severability - If any provision of these Terms is held invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed, and the remaining provisions shall continue in full force and effect.

23.4. Waiver - No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise of a right preclude any other or further exercise of that right or any other right.

23.5. Entire Agreement - These Terms, together with the Privacy Policy, Refund & Cancellation Policy, Cookie Policy, and any Order Form or written agreement executed between the Community and MemberSpace, constitute the entire agreement between the parties in relation to their subject matter, and supersede all prior agreements, representations, and understandings, whether written or oral.

23.6. Electronic Contracting - These Terms are an electronic record within the meaning of the Information Technology Act, 2000, and are generated by a computer system and do not require any physical or digital signature to be valid and binding. Acceptance by way of a click-wrap tick-box, continued use of the Platform, or payment of the subscription fee, each independently constitutes valid acceptance of these Terms.

23.7. Third-Party Rights - Save as expressly stated in these Terms, a person who is not a party to these Terms has no right to enforce any term of these Terms.

23.8. Language and Headings - These Terms are drawn up in the English language. Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms.

23.9. Contact - For any queries regarding these Terms, please write to support@memberspace.app.