TERMS AND CONDITIONS OF JOIN THE WAITLIST

The terms and conditions set out below (“Waitlist Terms”) explain the terms and conditions applicable to any person who wishes to avail the facility of Join the Waitlist (as defined hereinafter) made available on the Platform (as defined hereinafter) by Matter Motor Works Private Limited, a company incorporated under the Companies Act, 2013, having CIN U34300GJ2019PTC105854, and its registered office at 301, Parishram Building, 5B, Rashmi Society, Nr. Mithakhali Six Roads, Navrangpura, Ahmedabad, Gujarat, India, 380009 (hereinafter referred to as “Matter” or “We” or “Our” or “Us”, including its permitted assigns and successors).

Matter offers the Matter electric two-wheeler vehicles, the Matter AERA and its models/variant, along with relevant accessories (“Vehicle”) for sale to potential Customers (as defined hereinafter), either by itself or through its authorized dealers or retail partners or other sales channel (“Retail Partner”).

The Customer must read and understand these Waitlist Terms carefully before registering on “Join the Waitlist”.

Additionally, these Waitlist Terms along with our Platform terms and conditions https://matterbikedealership.in/terms-and-conditions/ the privacy policy https://matterbikedealership.in/privacy-policy/  (“Privacy Policy”), purchase terms and conditions (“Purchase Terms”) booking terms and conditions (“Booking T&C”) and/or any other policies/terms of Matter as may be communicated from time to time to You or hosted on the Platform in relation to “Join the Waitlist” (collectively “Other Terms”), constitute the electronic contract between Matter and such person under applicable laws, including the Information Technology Act, 2000 and the rules made thereunder.

You are required to peruse and understand the entirety of the contract and we request you to signify your consent/acceptance to these Waitlist Terms. Upon your acceptance, or interacting with our Platform in any manner for availing “Join the Waitlist” facility, these Waitlist Terms will constitute a binding and valid contract.

If you do not wish to consent, you should not directly or indirectly request or avail “Join the Waitlist” facility. These Waitlist Terms, and its constituents are computer generated and do not require any physical or digital signatures.

Capitalized terms used in this Waitlist Terms, but not defined, shall have the meaning as described in Our Purchase Terms or Other Terms as may be communicated from time to time to You and/or hosted on the Platform of Matter.

Matter and the Customer shall be jointly referred to as the “Parties” and individually as the “Party”.

1. DEFINITIONS
   1. The following capitalized terms and conditions when used in these Waitlist Terms shall have the meanings as ascribed to them hereunder:

      (a) “App” shall mean the mobile application (or similar application provided on other electronic devices) operated by Matter under the brand name “Matter”.

      (b) “Customer” or “You” or “Your” shall mean any prospective customer of Matter who “Join the Waitlist” and shall include an individual, firm, proprietorship, company or other legal entity competent to enter into a contract under the Indian Contract Act, 1872.

      (c) “Join the Waitlist” or “Joining the Waitlist” shall mean the act of registering for the facility made available by Matter to the Customer to express their interest in purchasing Vehicle/s by registering the “Join the Waitlist” tab displayed on the Platform.

      (d)“Matter Vehicle” shall mean the Vehicle for which registration for “Join the Waitlist” is displayed on the Platform.

      (e)“Platform” shall mean (i) the Website or (ii) any other online [or offline] interface as Matter may decide from time to time.

      (f)“Waitlist” shall mean a virtual queue of Customer intending to purchase the Matter Vehicle.

      (g) “Website” shall mean https://www.matter.in/ (or any other domain extension of the same) or any mobile site, operated by Matter under the brand name “Matter” and includes any successor or replacement website/mobile site.

2. ONLINE REGISTRATION AND WAITLIST PROCEDURE
   1. Matter is desirous of providing the facility to the Customers of “Joining the Waitlist” through the use of the Platform at their convenience. The Customers shall have the right to register for “Join the Waitlist” facility through Our Platform, for expressing their interest in purchasing of Matter Vehicles, whenever made available by Matter. The Customer shall not be required to make any payment for “Joining the Waitlist”, unless otherwise notified by Matter.
   2. Registration and/or participation to “Join the Waitlist” does not imply or guarantee that Matter will manufacture and deliver the Matter Vehicle to the Customers and the same shall be treated as a mere expression of interest and not as a legally binding contract of sale between Matter and the Customers.
   3. Matter reserves the right to modify, withdraw or discontinue any offers, promotions, discounts or the pricing of Vehicles applicable at the time of “Joining the Waitlist” at its sole discretion.
   4. The Customers by “Joining the Waitlist” are merely expressing their interest in purchasing the Matter Vehicle/s and during the time of Booking or final sale of the Matter Vehicle, the Customers shall not have any deemed right to any offer, promotion, subsidy, discount, price of Vehicle, or any other policies as were applicable at the time of “Joining the Waitlist” but were later discontinued.
   5. The Customers shall be placed in a queue based on the order of their registration in the “Join the Waitlist”. The prioritization of communication with the Customers from the Waitlist shall be determined by various factors including the order of their registration, network expansion plan of Matter and/or the availability of Matter Vehicle/s in the Customer’s selected location. However, Matter is not bound by the Waitlist and reserves the right to prioritise existing customers, loyalty programme members or others.
   6. When the Customer is added to the Waitlist, Matter and/or its representatives shall have the right to subsequently communicate to such Customers to confirm their continued interest in purchasing the Vehicle and provide information about available models, configurations and the booking process. Such communication may be made via email, phone, WhatsApp or any other communication method deemed suitable by Matter.
   7. Any acknowledgement received by the Customer from Matter regarding the “Join the Waitlist” facility shall not be considered as acceptance of Customer’s interest in Matter Vehicles or as entering into any legally binding contract with the Customer for sale of the Vehicle. Such acknowledgement is solely intended to acknowledge that the Customer has successfully been added to the Waitlist for future bookings of the selected Matter Vehicle to be made available by Matter.
   8. Joining the Waitlist does not require any financial commitment or payment from the Customers, unless otherwise specified by Matter and Matter also does not make any commitment of sale and delivery of the Matter Vehicle selected by the Customers. No financial transaction or payment will occur until the Customer books the Vehicle as per the Booking Terms as provided on https://www.matter.in/online-booking-terms and the Purchase Terms as provided on http://www.matter.in/purchase-terms-and-conditions.
   9. Availability of the Matter Vehicle/s is subject to production schedules, market demand, and other factors. Matter shall not be liable for losses, costs or damages incurred by Customer due to any delay in making the Vehicle available. Matter may provide information about available models, configurations and the booking process of when contacting the Customers from the Waitlist as and when the Matter Vehicle is ready to be launched or sold.
   10. The Customer must provide complete, true and accurate information while “Joining the Waitlist” and must refrain from engaging in any fake registrations. The Customer hereby agrees to indemnify Matter, its affiliates, its directors, employees, agents, consultants, business partners, representatives and/or the authorized entities against any losses or liabilities incurred by any of them as a result of a breach of this clause.
   11. The Customer shall select the relevant location for sale of the Matter Vehicle at the time of “Joining the Waitlist” and such location selected by Customer can only be changed once.
   12. The details provided by the Customers on the online registration form at the Platform will be used by Matter in order to process the facility of “Joining the Waitlist” and the same shall be governed in accordance with Our Privacy Policy (https://www.matter.in/privacy-policy) as available and changed from time to time.
3. GENERAL TERMS AND CONDITIONS
   1. “Joining the Waitlist” is an optional and completely voluntary facility and Customers may choose to avail the same entirely at the Customers’ discretion. By registering on “Join the Waitlist” facility, the Customer only expresses an interest in purchasing the Vehicle and agrees to be bound by these Waitlist Terms. These Waitlist Terms do not constitute an agreement of sale of the Vehicles and does not create any legal obligation on Matter to manufacture or deliver the Vehicle/s.
   2. Matter reserves the right to withdraw or discontinue the “Join the Waitlist” facility provided on the Platform at any time without any prior notice to You and Matter, its affiliates, Retail Partners or authorised dealers, or their director, employees and consultants assume no liability for any loss arising out of the withdrawal or discontinuation of such “Join the Waitlist”.
   3. Matter reserves the right to change, alter or modify the purchase price, models, variants, specifications, features, standard fitment and/or accessories of/for its Matter Vehicles as shown on the Platform, introduce new variants or their versions or discontinue earlier variants or versions, without any prior notice to You.
   4. Matter also reserves the right to change the specifications and features of the Matter Vehicles including the aspects of its performance such as its power, acceleration, range, etc. and in such case Matter shall publish notifications of the changes made (either on the Platform or otherwise).
   5. Matter reserves the right to change, alter or modify any terms and conditions of these Waitlist Terms at its sole discretion without any prior notice to You.
   6. Matter shall not be responsible for non-receipt of any communication, confirmation, and/or acknowledgement by the Customer due to incorrect contact details given at the time of Joining the Waitlist on the Platform.
   7. Matter collects, stores, processes and uses the Customers’ information in accordance with Our Privacy Policy. By using the Platform and/or by providing Your Personal Information (“PI”), You hereby provide consent to Matter for collecting, handling, processing and using Your PI. Any such PI disclosed by You on the Platform shall be governed by Our Privacy Policy, as available on https://matter.in/privacy-policy.
   8. All terms and conditions provided in the T&C, Privacy Policy and Other Terms are deemed to have been incorporated herein by reference, and the Customer is advised to also review and understand the aforementioned policies and terms carefully before “Joining the Waitlist”.
   9. Any communications by Matter in the form of emails, SMS, promotional call etc. with You shall not be copied, posted, broadcasted or shared to any third party or on any media including on the social media platforms by You, without the consent of Matter.
   10. Matter, its affiliates, directors, employees, consultants, business partners, agents, Retail Partners, authorized dealers and/or representatives assume no liability whatsoever for any direct, indirect, incidental or consequential loss or damage arising to You due to “Joining the Waitlist” on the Platform.
   11. The Customer shall be liable to indemnify, defend and hold harmless Matter against all claims, losses, damages or costs that may be incurred or suffered by Matter, its affiliates, directors, business partners, employees, consultants, agents, Retail Partner, authorised dealers and/or representatives arising out of any breach of these Waitlist Terms by such Customer or due to their fraud, wilful misconduct or negligence.
4. GOVERNING LAW

   These Waitlist Terms and the Customer’s usage of the Platform shall be governed and construed in accordance with the laws of India without regard to its conflict of law provisions.

5. RESOLUTION OF DISPUTES
   1. If any question in relation to any dispute concerning these Waitlist Terms’ existence, validity, interpretation, performance, breach or termination or the consequences of its nullity or arising out of or in connection with these Waitlist Terms (“Dispute”), the Parties to such dispute shall first attempt in good faith to settle such Dispute by providing written notice to the other Party or Parties describing the facts and circumstances of the Dispute and allowing the receiving Party or Parties 30 (thirty) days to respond to or settle the Dispute. The foregoing procedure is a condition precedent that must be satisfied before any Party initiates any arbitration or files any claim against any other Party in relation to the Dispute except with respect to Matter’s right to seek injunctive relief as set forth in these Waitlist Terms. You may not proceed in a class, consolidated, or representative capacity in relation to any Dispute.
   2. In the event the Parties fail to resolve the Dispute through mutual discussions within a period of 30 (thirty) days from the date of intimation of such Dispute, then such Dispute shall be referred to a sole arbitrator who shall be an independent and neutral third party identified by the Customer and Matter. The arbitration shall be conducted as per the Arbitration and Conciliation Act, 1996 and rules made thereunder, as amended from time to time. The seat and venue of arbitration shall be Ahmedabad, and the language of arbitration shall be English. The arbitral award shall be binding on the Parties. This clause shall survive any termination/suspension of these Waitlist Terms. The Waitlist Terms shall be governed and construed in accordance with the laws of India, without regard to its conflict of law provisions. Subject to the foregoing, the courts of Ahmedabad, Gujarat shall have exclusive jurisdiction over any Dispute.
   3. Notwithstanding the foregoing, You acknowledge that any breach or threatened breach of these Waitlist Terms by You will result in irreparable harm for which damages would not be an adequate remedy, and, therefore, in addition to Our rights and remedies otherwise available at law, We shall be entitled to seek immediate equitable relief, including injunctive relief, as appropriate. If We seek any equitable remedies, We shall not be precluded or prevented from seeking remedies at law, nor shall We be deemed to have made an election of remedies.
6. CONTACT US

   For any complaints, grievances, or discrepancies in relation to these Waitlist Terms, the Customer may reach out to Mr. Rajeshwar Prasad at, the designated ‘Grievance Officer’ under the Customer Protection (E-Commerce) Rules, 2020 with copy marked to . The subject of the Customer’s e-mail should state “Concerns arising from Joining the Waitlist”. Matter shall immediately look into the same and undertake the requisite actions.