Terms of Service

Definitions

1. “Aadhar Act” shall have the meaning ascribed to it in Clause 10.11.
2. “Account Breach” shall have the meaning ascribed to it under Clause 8.10.
3. “Account History” shall have the meaning ascribed to it in Clause 6.7.
4. “Account” shall mean the account created by a user on the Platform to use/access the Services provided by us.
5. “Account Equity” means the balance of INR reflected in our books and records as credited to your Account as calculated by us. Account Equity includes the margin used in existing positions and orders, margin available for trading and unrealized cashflows, i.e. cashflows that will take place when open positions are closed but does not include Trading Credits. Account Equity represents the total value of your funds (“Customer Record”) that are in our custody.
6. “AML” shall mean any law or regulation in any jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including but not limited to the Prevention of Money Laundering Act, 2002 and the concern Rules made therein, the Aadhaar (Targeted Delivery of Financial and Other Subsidies, Benefits And Services) Act, 2016 and the concern Rules made therein, regulations and guidelines published by RBI from time to time, guidelines and regulations published by Financial Intelligence Unit, Ministry of Finance, or any other regulation and guidelines framed under the Applicable Law, including laws framed by the FATF and other such applicable international regulations pertaining to money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes.
7. “Applicable Laws” shall mean any laws, by-laws, statutes, rules, regulations, orders, ordinances, notifications, clearance, approval, directives, circulars, guidelines, policies, binding judgments, decrees or other governmental requirements or governmental restrictions or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by a central, state or local government, any political subdivision thereof or any court, administrative or regulatory agency, department, instrumentality, body or commission, other governmental, private, or self-regulatory authority or agency, or arbitrator whether in effect as of the effective date or thereafter.
8. “Associated Parties” shall have the meaning ascribed to it in in Clause 13.1.
9. “Authorised Representative” means any person that is authorised to access and use the Platform on behalf of a user.
10. “Auto-Deleveraging” shall have the meaning ascribed to it in Article 9 of Appendix – I.
11. “CFT” shall mean Counter Financing of Terrorism.
12. “Confidential Information” shall mean any of our non-public information that is disclosed (whether conveyed orally or in writing), including but not limited to: (a) our technical information, our affiliates, investors, customers, vendors, suppliers or other third parties, including computer programs, software, databases, data, ideas, know-how, formulae, compositions, processes, discoveries, machines, inventions (whether patentable or not), designs, developmental or experimental work, techniques, improvements, work in process, research or test results, original works of authorship, training programs and procedures, diagrams, charts, business and product development plans, and similar items; (b) information relating to us or any of our affiliates’ businesses or properties, products or services (including all such information relating to corporate opportunities, operations, future plans, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or acquisition targets or their requirements, the identity of key contacts within customers’ organizations or within the organisation of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) or pursuant to which we or any of our affiliates owes a confidentiality obligation; and (c) our and our affiliates, other valuable, confidential information and trade secrets.
13. “Contract” shall have the meaning ascribed to it in Exchange Rules.
14. “Customer Record” shall have the meaning ascribed to it in Clause 1.5.
15. “Deposit” shall have the same meaning ascribed to the term in Clause 9.3.
16. “Deposit Bank Account” shall mean the whitelisted bank account in a bank registered under the Banking Regulations Act, 1949 of the user, where the users can deposit INR in Our Bank Account to avail our Services in the users’ Account.
17. “Development Services” shall have the meaning ascribed to the term in Clause 4.7.
18. “DIAC” shall mean Delhi International Arbitration Centre under the High Court of Delhi.
19. “Digital Assets” shall mean digital assets such as cryptocurrency, virtual currency, digital currency, digital commodity, which are based on decentralized, peer-to-peer cryptographic distributed ledger technology platform where the value of the underlying asset is embedded or in which there is a contractual right of use and includes without limitation digital tokens that are speculated on the Exchange from time to time.
20. “Exchange” shall mean the trading platform branded as “Delta Exchange India” where Products are traded by the users through the Platform.
21. “Exchange Rules” shall mean [•]
22. “FATF” shall mean Financial Action Task Force.
23. “Fees” shall have the meaning ascribed to the term in Clause 12.1.
24. “GST” shall mean goods and services tax levied under Goods and Services Tax Act, 2017.
25. “India” shall have the meaning ascribed to in Clause 2.1.
26. “Individual Account” shall have the meaning ascribed to the term in Clause 5.2.
27. “Individual Eligibility Criteria” shall have the meaning ascribed to the term in Clause 5.3.
28. “INR” shall mean Indian Rupee.
29. “Institutional Account” shall have the meaning ascribed to the term in Clause 5.2.
30. “Institutional Eligibility Criteria” shall have the meaning ascribed to the term in Clause 5.4.
31. “Intellectual Property Rights” means any and all intellectual property, proprietary rights and industrial property rights as they exist in any jurisdiction throughout the world, including all rights pertaining to or deriving from: (a) trademarks, including service marks, trade dress, logos, trade names, corporate names, packaging design, slogans and other indicia of source, origin or quality (b) internet domain names, internet websites, URLs, and social media identifiers; (c) patents and patent applications; (d) copyrights and copyrightable works; (e) registrations and applications for any of the foregoing; (f) trade secrets, know-how and confidential information (including customer and supplier lists, customer and supplier records, technology, technical and other data, pricing and cost information); and (g) any goodwill associated with each of the foregoing.
32. “KYC Requirement” shall have the meaning ascribed to the term in in Clause 10.1.
33. “LLP” shall have the meaning ascribed to in Clause 10.14.
34. “Order” shall have the meaning ascribed to it in the Exchange Rules.
35. “Our Bank Account” shall mean our designated bank account (which may be changed from time to time at our discretion upon notification to the users) registered under the Banking Regulations Act, 1949, where the users will deposit and/or from which the users will Withdraw their Account Equity while availing our Services under these Terms.
36. “Personal Information” shall mean any information that relates to a natural person, which, either directly or indirectly, in combination with other information available or likely to be available with a body corporate, is capable of identifying such person.
37. “Platform” shall mean any platform including website, mobile application, or application programming interface (API) owned/licensed to us through which the user can access the Services.
38. “Position” shall have the meaning ascribed to it in the Exchange Rules.
39. “Product” shall mean products we offer on the Platform from time to time and on such terms as we may determine at our sole and absolute discretion.
40. “RBI” shall mean Reserve Bank of India.
41. “Related Account” or “Related Party” shall have the meaning ascribed to the term in Clause 8.4.
42. “Restricted Jurisdiction” shall be the countries and geographical locations that does not fall within the territorial jurisdiction of India.
43. “Risk of Disclosure” shall have the same meaning as provided under Appendix – I of these Terms.
44. “Sanctioned Persons” shall mean any natural person who criminalises the activity of money laundering as defined under section 3 or who is convicted under section 4 of the Prevention of Money Laundry Act, 2002; who is a citizen of a FATF blacklisted country and who is a resident of India; or is a person accused and/or convicted under other AML under Applicable Laws.
45. “Sensitive Personal Information” shall mean sensitive personal data or information of a person means such personal information which consists of information relating to;— (i) password; (ii) financial information such as bank account or credit card or debit card or other payment instrument details ; (iii) physical, physiological and mental health condition; (iv) sexual orientation; (v) medical records and history; (vi) biometric information; (vii) any detail relating to the above clauses as provided to body corporate for providing service; and (viii) any of the information received under above clauses by body corporate for processing, stored or processed under lawful contract or otherwise: provided that, any information that is freely available or accessible in public domain or furnished under the Right to Information Act, 2005 or any other law for the time being in force shall not be regarded as sensitive personal data or information for the purposes of these rules
46. “Services” shall mean all the services made available by us on the Platform.
47. “Terms” shall have the meaning ascribed to the term in Clause 2.1.
48. “Third-Party Service Provider” shall mean any third party that offers Products/Services that are not directly or indirectly under our control.
49. “Trades” shall have the meaning ascribed to it in the Exchange Rules.
50. “Trading Credits” shall have the meaning ascribed to it in Exchange rules.
51. “user/you/your” shall have the meaning ascribed to the term in Clause 2.1.
52. “Withdrawal Bank Account” shall mean the whitelisted bank account in a bank registered under the Banking Regulations Act, 1949 of the user, where the users can Withdraw their Account Equity from their Account in INR, and which shall be transferred from Our Bank Account to such bank account shared by the use while availing our Services.
53. “Withdrawal” shall have the meaning ascribed to the term in Clause 9.5.

Introduction

1. These Terms of Use and any terms expressly incorporated herein (“Terms”) applies to any person (individuals or institutions) (“user/you/your”) accessing or using, any Services made available by Excelium Technologies Private Limited, a company incorporated in the Republic of India (“India”) under the Companies Act, 2013, having its registered office in 3rd Floor, Prudential Building, Central Avenue, Powai, Hiranandani Gardens, Mumbai, Maharashtra, 400076 (“us/our/we”), on the Platform.
2. The Privacy Policy as defined in Clause 19 and any other policies communicated by us/made available on the Platform shall be applicable to your use of the Services and shall be deemed incorporated herein by reference. You acknowledge and agree that it is your responsibility to review these Terms periodically and become aware of any modifications thereto (if any) that may be made by us from time to time. Please read these terms carefully and please do not visit, access, or use the Platform and/or the Services, or sign up or open an Account with us if you disagree with any of these Terms. By use of the Services or either viewing this website, creating an Account, using the Platform and/or accessing or using the Services, you (a) are indicating that you have read and understand these Terms and agree to be legally bound by such Terms and (b) represent and warrant that you have the authority to act on behalf of yourself and any entity or individual you represent. Your continued acceptance of these Terms (as revised from time to time) is a condition of logging onto Platform and/or using the Services.

General User Terms

1. When you access and/or use the Platform and any of our Services/ Products, you represent, warrant and undertake that you will not directly or indirectly or in any circuitous manner:
   1. carry out or be involved in any activity that:
      1. involves or deals in any manner with direct or indirect proceeds from any fraudulent, prohibited, illegal or unlawful activity (including, but not limited to, activities relating to money laundering or terrorism financing);
      2. publishes, distributes, disseminates or makes any reference to any fraudulent, prohibited or illegal or unlawful material or information;
      3. belongs to another person and which you do not have any right; or
      4. otherwise violates, or could violate, any Applicable Law;
   2. attempt to undermine, disassemble, deconstruct, break down, hack or otherwise interfere with the security or integrity of our computing systems or computer resources or networks or data centre or information on the Platform, where the Services are hosted by a third party, that third party’s computing systems or networks;
   3. use, or misuse, the Services or Products for any fraudulent or prohibited or illegal or unlawful purposes or in any way which may impair the functionality of the Services or other systems used to deliver the Services or impair the ability of any other user to use the Services.
   4. attempt to gain unauthorised access to the systems on which the Services are hosted (including, without limitation, any hardware and software operated by us or by third parties for us) or to any materials other than those which you have been given express permission to access. Such actions may include, but are not limited to, port scanning, network hacking, hacking, packet sniffing, packet spoofing, denial of services, wireless hacking, identity theft, acts of terrorism, spying;
   5. use the Services to store, host, display, modify, update, share any information or transmit infringing, libelous, tortious or any other material that spreads misinformation or disinformation including information which is patently false and untrue or misleading in nature or, in respect of any business of the government of India, is identified as fake (including any information created, transmitted or uploaded using artificial intelligence based deep fake technology), or is grossly harmful, abusive, malicious, harassing, blasphemous, defamatory, vulgar, pornographic, pedophilic, obscene, libelous, invasive of another’s privacy right or right of publicity, hateful, or racially or ethnically objectionable, xenophobic, disparaging, relating to or encouraging money laundering or gambling, harmful to children, or is in the nature of online game that is not verified as a permissible online game, in the nature of advertisement, including but not limited to surrogate advertisement, promotion of an online game that is not a permissible online game, any online gaming intermediary offering such an online game, or otherwise unlawful in any manner;
   6. downloading, storing, or distributing copyrighted material (including data or other material protected by copyright or trade secrets which you do not have the right to use);
   7. transmit or input any files that may:
      1. damage or cause any kind of harm to the Platform or any other person’s computing devices, other hardware or software; or
      2. contain material or data in violation of Applicable Law;
   8. attempt to copy, modify, duplicate, create derivative works from, mirror, frame, republish, download, display, translate, transmit or distribute all or any portion of the Services (as applicable) in any form of media or by any means;
   9. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or part of any of the Services;
   10. access all or any part of the Services/Products in order to build a product or service which competes with the Service or to copy any features, functions, user interface or graphics of the Services;
   11. use the Services to provide services to third parties;
   12. license, sell, resell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the Services or any part thereof available to any third party;
   13. attempt to obtain, or assist third parties in obtaining, access to the Services/ Products, other than as provided under these Terms;
   14. use the Services for the purpose of serving as a factor in establishing an individual’s eligibility for credit, employment or insurance, or for any other consumer-initiated transaction;
   15. use the Services to store or transmit any virus, trojan, malware, adware, spyware, phishing code, or any other form of malicious or disabling code;
   16. perform any act or omission that deceives or misleads the recipient of any information about the origin of such message, or impersonates any person;
   17. circumvent or disclose the user authentication or security of the Service or any host, network, or account related thereto;
   18. permit access to the Service by our direct competitor;
   19. attempt to access the source code or object code or utilise the Services in any manner to enable you to offer a competing product or service;
   20. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order, or causes incitement to the commission of any cognisable offence, or prevents investigation of any offence, or is insulting other nation;
   21. violates any law for the time being in force, including but not limited to the provision under the Information Technology Act, 2000 and the underlying rules, Indian Penal Code, 1860 and other such Applicable Laws from time to time.
2. We do not act as your agent, broker, intermediary, adviser, trustee or fiduciary in any capacity. These Terms do not create any partnership, joint venture, joint enterprise or similar business relationship with you. None of the Services/ Products amounts to and no communication or information provided to you shall be deemed or construed to be investment or financial advice. We do not provide any opinion on the merits of any particular investment. Any information provided is for educational purposes and to keep investors informed of prices, ranges, and volatility of Digital Assets/ Products. We have no obligation to, and shall not, provide you with any legal, tax, accounting or other advice. You should conduct your own due diligence and consult an independent adviser where appropriate. Unless provided in these Terms, we do not own the Deposit that we hold in Our Bank Account from time to time. For avoidance of doubt, it is clarified that neither we nor our creditors have any ownership, right or have any lien, or charge on your Deposits that you send to Our Bank Account nor on your Customer Record and the same is not reflected in our financial statements, including but not limited to our profit and loss statement and balance sheet. We are not liable for any loss, theft or confiscation of the said Deposit or kept in our custody on your behalf. Conversely, you do not have any ownership, right, charge or lien over our assets and proprietary rights, including but not limited to our Intellectual Property Rights.
3. You acknowledge, agree and accept that the Services/ Products, entail a high financial risk and that there is additional counterparty risk also. You have the necessary experience and knowledge to understand the risks involved in our Services and trading of the Products. You should carefully assess whether your financial situation and tolerance for risk is suitable for availing our Services/ trading the Products.
4. None of the Services amount to any marketing, promotion or offer for any product or investment to you or any third party. You are solely responsible for any losses, damages or costs resulting from your reliance on any data or information that we may provide. You will make your own independent decision to access or use our Platform.
5. Our Terms may be changed from time to time at our sole discretion. We may notify you about important amendments to our Terms in advance on our Platform and/or per the requirements under the Applicable Law. The amended Terms will apply to our legal relationship at the earliest of: (a) when you accept the amended Terms; (b) when you keep using our Platform after you have been informed about our updated Terms. If you do not agree with the amended Terms your sole remedy is to terminate the use of the Platform and our Services. Please note that in the event of a revision to these Terms, transactions that you have already undertaken, and benefits, such as trading fee discounts and rebates that you have earned, could be affected by the revisions to these Terms.

Services

1. We have the right to amend any terms and conditions on which the Services are offered at our sole and absolute discretion and without prior notice. In the event of a conflict between these Terms and any specific terms and conditions of the Services, these Terms shall prevail (unless expressly stated otherwise).
2. We may introduce new Services, or vary, suspend, withdraw, or cease to provide any or all of the Services. We will endeavour to give you reasonable prior notice before we vary, suspend, withdraw, or cease to provide any of the Services but retain the right to do so without prior notice to you. We shall not be liable for any losses or damages as a result of:
   1. making functional, procedural or technical changes or improvements to the Platform and/or Services.
   2. (temporarily or permanently) limiting or removing functionalities of the Platform and/or /Services.
   3. terminating the Platform entirely or restricting the use of the Platform and/or /Services;
   4. varying, suspending, withdrawing, or ceasing to provide access to and use any part of or any of the Platform and/or /Services or
   5. amending any terms and conditions on which the Platform and/or Services are provided.
3. In order to access certain Services, you will need an Account and will be granted certain features, rights and privileges in such Account.
4. We shall make reasonable efforts to ensure that the Services/Platform are available. However, access to the Services may be disrupted from time to time due to any reason including necessary maintenance, technical issues, network and system overloads or other events (whether within or outside of our control). We will use commercially reasonable efforts to avoid downtime of the Services but assume no liability (whether for trading-related losses or otherwise) if the Services or any part thereof are unavailable at any time or for any period. You agree and accept that (a) we do not guarantee the continuous availability of the Services/ Platform; and (b) the Services/ Platform have the functionality as available during your use (‘as is’). We will remedy any bugs and other defects and make available updates of the Platform at our sole discretion and on a best-efforts basis. Following any stoppages, when Services resume, you acknowledge that the prevailing prices may differ significantly from the prices prior to such stoppages.
5. Our Services and access to the Platform is only available in India. We may amend these policies from time to time at our sole and absolute discretion without prior notice to you. We have the right to implement relevant controls to restrict access to the Services/ Platform for persons residing in Restricted Jurisdiction, If you are a resident of or are operating from a Restricted Jurisdiction, we have the right to terminate your Account with immediate effect, without us being liable for any damages or any form of liability this might entail and you shall indemnify us against any costs, damages, liabilities claims, demands, suits or proceedings made or brought against us for any usage of the Platform/Services from a Restricted Jurisdiction.
6. We have the right to implement or impose (or vary) any restrictions and limitations on access to and use of the Services in our sole and absolute discretion, including (but not limited to) transaction volumes, risk limits, rate limits, account limits, and order restrictions. We may also implement or impose (or vary) restrictions and limitations on the access to and use of the Services specifically in relation to your Account. We may implement, impose or amend these restrictions and limitations at our sole and absolute discretion without prior notice to you. Please note that in the event of the above revisions, transactions that you have already undertaken, and benefits, such as trading fee discounts and rebates that you have earned, could be affected by such revisions.
7. From time to time, we may launch certain features or Services (including any software that may be produced, developed, or published by us from time to time) as beta versions at the time of release (a “Development Service”). If you avail our Service then you have provided your consent to participate in the beta testing of a Development Service, you acknowledge, agree, and understand that the Development Service may be unstable and may change from time to time. By accepting these Terms, you have undertaken all risk related to the Development Service and that we do not warrant the functionality of Development Services will meet your requirements or that the operation of Development Services will be uninterrupted or error-free. We will not be liable for any loss or damage arising from your access to and use of the Development Service. We reserve the right, at any time and for any reason, to discontinue, redesign, modify, enhance or change the Development Services.

Account

1. In order to access and use certain Services (including the Exchange and the Platform), you will need to have an Account by submitting the details requested in our Account creation form. You warrant that the information you provide is correct and up to date and you will notify us of any material changes to the information you have provided to us, when applying for an Account.
2. If you are an individual user, your Account will be designated as an “Individual Account”. If you are an institutional user, your Account will be designated as an “Institutional Account”. We may from time to time introduce different tiers or classes of accounts, along with respective features, terms, obligations privileges and/or rights.
3. If you are an individual user, to be eligible to open an Individual Account, you must satisfy all the following eligibility criteria (“Individual Eligibility Criteria”):
   1. you are of legal age to form a binding contract (i.e. at 18 (eighteen) years of age or above);
   2. the entry into and performance of, and the obligations contemplated by these Terms do not and will not conflict with any Applicable Laws with respect to you;
   3. you have reviewed the Risks Disclosure Statement in Appendix – I in full and understand the risks of trading in the Product and using the Services;
   4. you have not been suspended or removed from using our Services;
   5. are a resident of India and you do not reside in a Restricted Jurisdiction.
   6. you must not:
      1. be currently under actual or threatened investigation, inquiry, or audit by any government authority in relation to any potential offence involving fraud, bribery, corruption, or dishonesty;
      2. have been convicted of or pleaded guilty to an offence involving fraud, bribery, corruption, or dishonesty under the Applicable Laws;
      3. have been listed by any government agency or non-governmental organisation as debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for procurement programs;
      4. be bankrupt or have applied for bankruptcy or have any order(s) passed by governmental, regulatory or judicial authority accepting any petition to declare you a bankrupt;
      5. be a Sanctioned Person; and
      6. be a person who is restricted from opening or holding an Account and/or using the Services as determined by us or in accordance with Applicable Laws;
   7. all governmental and other consents that are required to have been obtained by you with respect to these Terms have been obtained and are in full force and effect and all conditions of any such consents have been complied with;
   8. your use of the Platform, Account and the Services does not constitute a breach of any Applicable Laws;
   9. you are acting for your own account and are not relying on any communication (written or oral) from us as solicitation, recommendation, marketing, promotion or investment or similar advice;
   10. you are entering into these Terms as principal and not as agent of any person or entity;
   11. you have not been previously prohibited from accessing or using any of our Services; and
   12. you understand that you are not entitled to any equity, governance, voting or similar rights or interests in either us or our subsidiaries, affiliates, sister or similar entities, concerns, employees, or agents thereof.
4. If you are an Institutional user, to be eligible to open a Corporate Account, you must satisfy all the following eligibility criteria (“Institutional Eligibility Criteria”):
   1. you:
      1. must be duly organised and validly existing under the laws of the jurisdiction of your organisation or incorporation, and, if relevant under such laws, in good standing;
      2. must have duly appointed each of your Authorised Representatives to act on behalf of the company, partnership, firm, society, trust, co-operative society; and
      3. must have the necessary institutional or other power and authority to enter into these Terms, and otherwise to perform its obligations hereunder, and have taken all necessary action to authorise such execution, delivery and performance;
   2. each of your Authorised Representatives must be:
      1. above the legal age of majority in your relevant jurisdiction(s);
      2. duly authorised by you to enter into, and perform, the obligations contemplated by these Terms;
   3. the entry into and performance of, and the obligations contemplated by these Terms do not and will not conflict with any Applicable Laws with respect to you and/or any constitutional document, agreement or instrument binding upon you;
   4. you have reviewed the Risk Disclosure section in full, understand the risks of trading in the Products and using the Services, and have the necessary knowledge, experience, risk tolerance and financial assets to use all of the Services (including the Platform);
   5. you and each of your Authorised Representatives must not:
      1. be currently under actual or threatened investigation, inquiry, or audit by any government authority in relation to any potential offence involving fraud, bribery, corruption, or dishonesty;
      2. have been convicted of or pleaded guilty to an offence involving fraud, bribery, corruption, or dishonesty;
      3. have been listed by any government agency or non-governmental organisation as debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for procurement programmes;
      4. be bankrupt, insolvent, or under administration or have applied for the same or have order(s) passed by governmental, regulatory or judicial authority accepting any petition to declare you a bankrupt;
      5. be (or have received any oral or written notice from any government or regulatory authority that you may be) in violation or breach of any Applicable Laws (including but not limited to AML/CFT, anti-corruption or economic sanction laws);
      6. be a Sanctioned Person;
      7. be a person restricted from using our Services in accordance with Clause 4.5; and
      8. be a person who is restricted from opening or holding an Account and/or using the Services as determined by us or in accordance with Applicable Laws;
   6. all governmental and other consents that are required to have been obtained by you with respect to these Terms have been obtained and are in full force and effect and all conditions of any such consents have been complied with;
   7. the use of the Account and the Services by you and each of your Authorised Representatives do not constitute a breach of any Applicable Laws;
   8. you are acting for your own account and are not relying on any communication (written or oral) from us as solicitation, recommendation, marketing, promotion or investment or similar advice;
   9. you are entering into these Terms as principal and not as agent of any person or entity;
   10. you and each of your Authorised Representatives have not been previously prohibited from accessing or using any of our Services; and
   11. you understand that you are not entitled to any equity, governance, voting or similar right or interest in either us or our, subsidiaries, affiliates, sister or similar entities, concerns, employees, or agents thereof.
5. By registering to open an Account, you represent, warrant and undertake that:
   1. you satisfy the eligibility criteria in full;
   2. you have accepted these Terms; and
   3. any and all information you provide to us in connection with the Account is (and will be) true, accurate, complete and correct.
6. For opening an Account, you will need to register through a valid e-mail address on the Platform, alternatively you can also use your login credentials of your Google account or Apple ID to create an Account and access our Platform thereof. When you apply to open an Account, we will ask you to provide the type of account you want, our required account registration information [including your email (in case you create your Account using your login credentials of your Google account or Apple ID we will use the email address that you have used to create your Google or Apple ID), self-declare your country of residence and full name] and any know-your-customer (“KYC”) information or documents such as Aadhar card, PAN card, Deposit Bank Account, Withdrawal Bank Account or any other document which we may require from time to time. We will further carry out a verification to ensure that the owner of bank accounts (i.e. Deposit Bank Account and Withdrawal Bank Account) provided herein is the same as the owner of the user’s Account. The users from Restricted Jurisdictions would be prohibited to take the next steps for opening the Account. The e-mail address would then be verified by sending a one-time password to your e-mail address. Once the e-mail is verified, your Account will be created.
7. Subject to completion of your KYC and approval of your Deposit Bank Account and Withdrawal Bank Account, you will be allowed to use the Services. A non-exhaustive list of the types of information and documents which we may require from you is set out in Clause 5.3 for individuals and Clause 5.4 for institutions. The type of KYC documents provided would be the criteria for determining various conditions/features/rights/privileges linked to your Account. We reserve the right to request more information at any time in order to process your Account opening request.
8. We may initiate the Account opening process before you provide all of the KYC information or documents. If we do so, your Account will be subject to any restrictions that we deem necessary (including restrictions on access to or use of the Platform) until we can complete our “know-your-client” procedures.
9. We will rely on your representations, warranties, undertakings and information set out in Clause 5.3 and Clause 5.4 if we open an Account for you.
10. We may refuse to open an Account for you at our sole and absolute discretion and do not have to provide reasons for doing so.
11. We may change or modify the process in relation to opening of Account at any time without any prior notice, at our sole and absolute discretion. In the event, we change or modify the process in relation to opening of the Account, we may require certain additional documents and may ask you to carry out certain additional steps/processes. In the event of failure to carry on such additional steps and provide additional documents, we reserve our right to refuse to open an Account or to terminate the existing Account promptly, without any reasons, at our sole and absolute discretion.

Account Usage

1. After your Account is opened, you can access and use your Account through the Platform or any other means that we may specify from time to time, subject to these Terms and any other terms we may apply to your Account access and use.
2. In respect of an Individual Account, your Account is provided on the basis that you are the only authorised user of the Account. In respect of an Institutional Account, your Account is provided on the basis that your Authorised Representative(s) are the only authorised user(s) of the Account. You must not provide your Account details (including any access credentials, such as your email address, or password) to any third party other than for the purposes of verifying or auditing your Account, if the same is required under the Applicable Law or upon our request. Such third parties are not permitted to trade on the Platform or make Deposits or Withdrawals, and they will be deemed to have agreed to (and must comply with) these Terms, and you will be responsible for the actions (and omissions) of any such third parties.
3. You are at all times responsible and liable for any use of your Account, including (unauthorised) trading activity by a third party. You acknowledge and accept that we may not be able to undo transactions executed by a third party through your Account, including, but not limited to, unauthorised access by a third party, loss or violation of any monies lost due to such unauthorised third party access.
4. You accept that all rights, title and interest in your Customer Record shall vest in you and we shall hold and control these Deposits on your behalf. Additionally, you accept all risks while using our Services on our Platform. We specifically hold no liability whether in contract, tort or equity for any loss that you may incur on your Customer Record due to theft, fraud, embezzlement, error of judgement, confiscation or blockade by governmental authorities by virtue of Applicable Law or mistake of Applicable Law, or on account of any Force Majeure event defined under Clause 24.
5. At the time of Account opening, or any time afterwards, we may make certain features, rights, or privileges (which may be necessary in order to use certain functions or aspects of the Services) available on your Account, at our sole and absolute discretion. We may add, vary, modify, or cease to provide your Account with these features, rights, or privileges at any time at our sole and absolute discretion.
6. You agree that any trading or other instructions or Order received or made under your Account (including through the Platform) are deemed to be final and conclusive, and we may act on such trading or other instructions and shall not be liable for any loss or damage arising out of the improper use of your Account.
7. A historical record of your transactions on the Platform (“Account History”) is available with us and contains information regarding your trading activity; however, please note that your Account History should not be treated as a valuation of your account. We use commercially reasonable efforts to ensure that the information contained in your Account History and any notices we provide to you are accurate and reliable; however, errors may occur from time to time. It is your sole responsibility to review your Account History and any notices. Any transaction listed in your Account History, or other communication including, but not limited to, Order, Trade or other receipts sent to your email on record shall be deemed and treated as authorised, correct, approved, and confirmed by you unless we receive written notice to the contrary within 3 (three) business days from the date the transaction was listed or the communication was sent (as the case may be).
8. You understand and agree that all communication with you will be via the registered email address that you have used at the time of opening your Account. We will use the registered email address on record for your Account as our primary means of communicating with you. To ensure that you receive all of our communications, you agree to keep your email address up-to-date, check your junk folder from time to time, add our communicating e-mail address to the safe sender’s list and immediately notify us if there are any changes. delivery of any communication to the email address on record is considered valid and will be deemed to have been acknowledged as authorised, correct, approved, and confirmed by you unless we have received written notice to the contrary within 3 (three) business days from the date the communication was sent. If any email communication is returned as undelivered, we retain the right to block your access to your Account until you provide and confirm a new and valid email address.

Security

1. You are only permitted to access your Account using your user account login credentials and other required forms of authentication. We implement certain security controls to prevent malicious actors from accessing your Account. We also provide the option for you to enable multi-factor authentication in respect of your Account. We encourage but may not mandatorily require you to get any enhanced security feature. If you choose to use the Platform or avail Services or carry out authentication on a device (e.g., mobile phone or tablet computer) on which the operating system has been tampered with in any way, you do so at your own risk. This includes, but is not limited to, a “rooted” (Android) or “jailbroken” (iOS) device. We reserve the right, in our sole discretion, to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered.
2. Whether you enable the enhanced security feature or not, you are at all times responsible for safeguarding your authentication credentials and for restricting access to the Services from your compatible devices. You must also ensure that your login credentials are safe, limit access to your Account to authorised persons and control the devices which can operate the Account. You agree that your Account login credentials, and other required forms of authentication (where applicable) chosen by you shall be kept confidential and separate from each other, as well as separate from any other information or documents relating to your Account. You also agree to be solely responsible for maintaining the security of your Account login credentials and other required forms of authentication. We are not responsible for any unauthorised use of your Account. You must let us know immediately if an unauthorised person is accessing or using your Account in the manner prescribed under Clause 32.
3. We may implement or impose additional security controls from time to time at our sole and absolute discretion (including mandatory two-factor authentication for Account log-in and password resets). We may also implement or impose security controls individually on your Account. We may amend or vary these security controls in our sole and absolute discretion and without prior notice to you.
4. If you forget or lose any of the information necessary to log in to your Account, you will need to provide all information required by us in order to facilitate any potential recovery or reset of your Account or Account details. If you fail to log-in to your Account, then we would not be accountable for you any direct or indirect monetary and/or non-monetary losses incurred to you.
5. You are responsible for monitoring your Account. You must immediately notify us of any unauthorised use of your Account or any other breach of security. In particular, you agree to notify us immediately:
   1. upon any changes to your registered email address associated with your Account;
   2. upon any breach or compromise of security affecting your Account credentials, access to your Account, your registered email address associated with your Account;
   3. any breach, change or blockade in either your Deposit Bank Account or Withdrawal Bank Account
   4. if any person other than you has access to or uses your Account;
   5. if you become aware of any unauthorised use of your Account; or
   6. upon any other breach of security regarding your Account.
6. We have the right to restrict the use of your Account:
   1. upon your request;
   2. if we believe you have forgotten or lost your Account information;
   3. if we believe there has been or may be unauthorised access to or use of your Account, your registered email address associated with your Account; or
   4. if we believe you have provided false information

   until such time as we can verify your identity or any other relevant information.

7. Upon a breach of security, you will immediately take all reasonable steps to mitigate the effects and will cooperate with us (and provide us with all information requested) to remediate the breach. Any assistance provided by us in relation to a security breach does not in any way operate as acceptance or acknowledgement that we are in any way responsible or liable to you or any other party in connection with such breach. We will not be liable for any loss or damage arising from your failure to protect your Account and/or any unauthorised access to and use of your Account (including access to and use of any of the Services), including, without limitation, in circumstances where you have provided notice to us under these Terms.

Trade Annulment

1. Absent mutual consent of parties involved, we reserve the right to cancel or nullify trades in the event that:
   1. the trade resulted from an identifiable interruption or malfunction of execution, settlement or communication system;
   2. the trade that We, in our sole discretion, believe to be fraudulent, manipulative or disruptive to other Users or the Services;
   3. the trade satisfies the mis-trade criteria described in the Exchange SOP & Policies;
   4. the trade was executed using the profits from annulled trades;
   5. the trade was executed by any Account that has been hacked by unauthorized users and We determine in good faith that cancellation of the trades shall be in the best interest of Users or the Services; or
   6. We believe in our sole discretion that Your Account or trading activities therein violates these Terms.

Account Suspension, Termination or Closure

1. Nothing in this Clause 8 shall limit any rights we have under the Exchange rules as specified under [•] to reject or cancel any instruction/Order or close, reverse, off-set (including by entering into an opposite and equal Trade), liquidate, mitigate, deleverage or settle any open Orders, Trades or Positions.
2. You are entitled to terminate the Services with us by sending an email to the address provided in Clause 32. You may close any of your Accounts at any time. Prior to the closure of your Account, you are required to either cancel or complete all open Orders or terminate all open Positions and, in accordance with the provisions of these Terms, provide transfer instructions of where to transfer any Account Equity, which shall be inclusive of your Deposit and your unrealised cashflows that we have in our possession remaining in your Account. For the avoidance of doubt all unrealised cashflows as on the date of termination of our Services or closure of your Account shall be deemed to be realised cashflows that you have gained or incurred on account of your Trade. You are responsible for any fees, costs, expenses, charges, or obligations associated with the closing of your Account. In the event that the costs of closing of your Account exceed the value in your Account, you will be responsible for reimbursing us. You may not close any of your Accounts to avoid paying any fees otherwise due.
3. You acknowledge and agree that, once an Account or Related Account is opened, we have the right, at our sole discretion, to immediately suspend your Account/ Related Account, Deposit and revoke privileges to trade Products in all such accounts, and/or suspend your access to the Platform, until a determination has been made, if we suspect that an Account Breach has occurred.
4. Subject to the conditions specified in Clause 8.12, we reserve our rights to terminate your Account or and all Accounts beneficially owned by you and any members of your household or for which you are a representative or authorised signatory and, in the case of entities, any affiliates (each, a “Related Account” or “Related Party”), or terminate our Services at any time and without stating reasons. Unless we are required otherwise by Applicable Law or a judicial order, we shall provide you with a notice period of 7 (seven) days before your Account or Related Account is terminated. During this notice period you will be able to close your Positions and withdraw Deposit from Account. After the notice period has lapsed, we are entitled to immediately close any Positions that may still be open and return any remaining Deposit to your Withdrawal Bank Account. We will not be liable for any damage you may incur due to us invoking our right to terminate your Account or your Related Accounts.
5. Within 2 (two) days of receipt of intimation, you shall send us your Withdrawal Bank Account where we will transfer your Account Equity. Subject to the conditions specified in Clause 8.12, at time of termination of our Services or the closure of your Account, we shall only be liable to transfer the Account Equity to your Withdrawal Bank Account.
6. Without prejudice to any other rights we may have under these Terms or Applicable Laws, we may take any or all of the following steps if an Account Breach has occurred (or we suspect that an Account Breach has occurred) or if you request your Account to be closed:
   1. restrict further Deposit(s) and/or Withdrawal(s) in respect of your Account;
   2. restrict the placement of Orders, or Trades through the Exchange (including a ban on the placement of new Orders);
   3. place restrictions and limits on the risk, trading and positions on your Account (including limits on any increase in position size);
   4. cease to provide you with and/or restrict your access to and use of any or all of the Services;
   5. restrict or cease any features, rights and privileges granted or provided to you;
   6. reject or cancel or terminate any instruction/Order (as the case maybe);
   7. close, reverse, off-set (including by entering into an opposite and equal transaction), liquidate, mitigate, deleverage or settle any open Orders, Trades or Positions (regardless of the profit or loss position);
   8. deduct any amounts owing to us under these Terms (including any amounts which we consider having arisen from any Account Breach), from your Account Equity and you authorise us to deduct such amounts without further notice to you;
   9. deal with any of your available Account Equity in the following manner:
      1. transfer to you all the available Account Equity (after subtracting any amount owing to us or otherwise deductible in accordance with these Terms):
         1. to a Withdrawal Bank Account provided by you; or
         2. to any other alternate withdrawal bank account that you may register at the time of signing up and which has been verified by us in the same manner as we verify your Withdrawal Bank Account.
      2. where we reasonably believe we are prohibited from transferring to you any or all the available Account Equity due to Applicable Laws or our policies and procedures, we may take any action to segregate or restrict Withdrawal of the Account Equity until it can be released in accordance with Applicable Laws or our policies and procedures;
   10. take any action we consider necessary, including but not limited to sharing your data in order to comply with any order or request from a government, court or regulator or in compliance with Applicable Laws;
   11. conduct an investigation into or review of any matters we deem appropriate or necessary;
   12. restrict access to the Products;
   13. disable access to, or close, your Account; or
   14. take any other action which we reasonably deem to be appropriate or necessary.
7. We can take any or all of the above steps without prior notice or providing reasons to you (and may not be able to provide prior notice or reasons under Applicable Laws), but, where appropriate, we may give you a specified period within which you can provide any information or documents to show that such Account Breach has not occurred, before we take certain actions. Where permissible under Applicable Laws and at our discretion, we may permit you to amend existing and open Orders and Positions and/or withdraw your Account Equity but restrict you from placing new Trades through the Platform.
8. We are not liable for any loss, damage, or costs (without limitation) which you may incur when we take any or all of the steps mentioned in Clause 8 of these Term. You expressly agree that we shall not be liable to you for any profit or loss as a result of any action we take in respect of your open Orders, Trades or Positions.
9. Our failure or delay to take immediate action set out in these Terms does not constitute a waiver of any of our rights, and we retain the right to take the steps at any time in respect of your Account.
10. An “Account Breach” occurs when we, at our sole and absolute discretion, determine:
    1. you breach or fail to perform or observe these Terms, the rules of Exchange as provided in [•] of these Terms or any other terms incorporated by reference in or to these Terms or applicable to you in respect of the Account or the Services;
    2. you take any action which is inconsistent with a fair and orderly market or the integrity of the market/Exchange (including any market/Exchange misconduct or market/Exchange manipulation);
    3. you breach any of other instructions provided on the Platform;
    4. you breach any Applicable Laws;
    5. we are required to take any action in respect of your Account we consider necessary or desirable in order to comply with any Applicable Laws;
    6. a government, regulator, judicial or other authority requests or requires us to take any action in respect of your Account;
    7. you apply for bankruptcy, insolvency or administration or such similar event has occurred or been declared;
    8. an action, suit or procedure has been commenced against you or your assets;
    9. you make a misrepresentation to us or provide us with any false or misleading information;
    10. you do not provide any information which we request or require from you in accordance with these Terms, the rules of Exchange or any other terms incorporated by reference in or to these Terms;
    11. you do not meet or stop meeting any or all the eligibility criteria;
    12. you are not able to give the representations and warranties or any of the representations and warranties set out in Clause 11 of this Terms become untrue;
    13. you are or become a Sanctioned Person;
    14. you are a person restricted from using our Services in accordance with Clause 4.5;
    15. you are a person who we consider is restricted from opening or holding an Account and/or accessing or using the Services or using the Product as determined by us or in accordance with Applicable Laws;
    16. the person operating the Account is not authorised by or is not the true owner of the property connected with the Account; or
    17. it is necessary to take action against your Account in order to protect you, our other users or ourselves.
11. You acknowledge and agree that we have the right to immediately investigate your account and any Related Account, if we suspect, in our sole discretion, that any such account may have committed an Account Breach. You further acknowledge and agree that we have the right to immediately investigate your Account and any Related Account, if (a) we are required to do so by a regulatory or government authority or court order, (b) the Account is, or is related to any Account that is, subject to any pending litigation, investigation, or governmental or judicial proceeding, or (c) the Account has not been accessed in 2 (two) years or more.
12. If we suspect that an Account has committed an Account Breach, you acknowledge and agree that upon our request and within the time frame designated by us, you and any Related Party are obligated to respond to any interrogatories in writing and to furnish any documentary materials and other information requested in connection with any investigation initiated pursuant to these Terms. You further acknowledge and agree that neither you nor any Related Party shall impede or delay any investigation or proceeding conducted pursuant to these Terms, nor refuse to comply with any request made pursuant to these Terms. Following the conclusion of an investigation, we will make, in our sole discretion, a determination based upon the weight of the evidence. If we suspect an Account Breach or a Related Account Breach, including without limitation your intent and motives, prevailing market conditions, the effect on other market participants, your historical pattern of activity, and your activity in related markets or exchanges, you acknowledge and agree that we have the right to terminate any such accounts and take any and all necessary and appropriate actions pursuant to these Terms and/or Applicable Laws at our sole discretion. Notwithstanding anything contained in Clauses 8.4 and 8.5, you shall not be entitled to access, or withdraw your Account Equity during the course of such investigation as purported under this Clause 8.12.
13. Subject to Applicable Laws, in the event the user’s Account is closed or suspended, either on user’s request or by us, we shall reserve the right to retain users’ data, including but not limited to the users’ transaction history. We subsequently reserve the right to share it pursuant to any order or request from a government, court, judicial authority or regulator or in compliance with Applicable Laws.
14. In the event of a user’s death or incapacitation, the person authorised to act on behalf of the deceased or incapacitated user (or such user’s estate) should contact support as provided in Clause 32.

Deposits, Withdrawals and Transfers

1. We only allow the use of INR to trade Products on the Exchange and avail any Services on the Platform.

Deposits

2. We will provide your Account an option to deposit a sum equivalent in INR to trade Products on the Exchange and avail any Services on the Platform. The deposit that you make in your Account will be reflected at a predetermined USD-INR conversion rate set by us. Unless otherwise restricted under these Terms or under Applicable. You agree that your Account Balance shall be reflected at a predetermined USD-INR conversion (which we may change from time to time).
3. In order to deposit a sum equivalent in INR to trade Products on the Exchange and avail any Services on the Platform you are required to make an instruction to transfer/deposit the said sum of money in INR by way of NEFT, RTGS, IMPS or UPI from only from your Deposit Bank Account to Our Bank Account (each such transfer, a “Deposit”):
   1. When we receive your Deposit in Our Bank Account, we will update our ledger after verifying your Deposit within 5 (five) working days to reflect this transaction. You agree that we will have full control of the Deposit that you sent to us in Our Bank Account;
   2. when we determine that such transfer is effective, your Account Equity will be updated at a predetermined USD-INR conversion rate to reflect the amount of the monies deposited by you. With every transfer your Account Equity will be increased by the amount of such Deposit. Prior to updating your Account Equity, we shall charge a deposit fee for our Service we offer on the Platform on every Deposit that you make from your Deposit Bank Account to Our Bank Account, which shall be inclusive of GST. Your Account Equity that you see in your Account shall be the difference between the monies that you Deposit from your Deposit Bank Account to Our Bank Account and the deposit fee (including GST).
   3. immediately prior to each such transfer, you represent and warrant that:
      1. you are the legal and beneficial owner of any and all Deposits that you transfer to Our Bank Account from your Deposit Bank Account; and
      2. the Deposits that you transfer to Our Bank Account are not derived from or obtained as a result of any breach of Applicable Laws or the proceeds of crime (including any proceeds arising from drug trafficking, corruption, financing of terrorism or money laundering or transactions that violate sanctions), and the transfer does not constitute a breach of any Applicable Laws.

   We may change Our Bank Account details from time to time which shall be notified to you within a reasonable time period. In case you send your Deposit to an incorrect bank account there may be loss of funds that are incurred to you for which you shall bear the risk.

4. You agree that it is your responsibility to ensure that instructions, Orders or transactions sent to us are well-formatted, clear and denominated. Further, you must transfer the correct Deposit to Our Bank Account, we are not liable for any inaccuracies, omissions, or other errors with respect to any Deposit. You shall bear the risk of all losses that are incurred because of such inaccuracies, omissions, or other errors. In particular, without prejudice to the foregoing, we have no obligation to return any Deposit or update your Account Equity, in circumstances where:
   1. the Deposit has been transferred to the wrong a bank account;
   2. the amount of money has been deposited to Our Bank Account from any other bank account other than your Deposit Bank Account; or
   3. where there is failure to transfer the deposit to Our Bank Account.

Pursuant to sub-clause (b) of this clause 9.4, if you make any transfer to Our Bank Account through any bank account other than your Deposit Bank Account then we shall, but not be obligated under law or equity to credit such amount of money without any interest to such bank account within a period of 7 (seven) working days.

Withdrawals

5. You may withdraw your available Deposit from your Account, only in INR, provided that (a) your withdrawal request exceeds the minimum withdrawal requirement as communicated on the Platform; and (b) your available margin balance remains sufficient to uphold your positions. We are not responsible, nor liable, for any fees that may apply to your withdrawal request or at the time of Withdrawal of Deposit from your Account. When you instruct us to transfer to you an amount of Deposit from your available Account Equity (a “Withdrawal”), you must provide an appropriate Withdrawal Bank Account for the transfer of the amount of Deposit from Our Bank Account to Withdrawal Bank Account. When we determine that your instruction is valid, we will deduct from your Account Equity the amount set out in your instruction; when such deduction has occurred, we then transfer an equivalent amount of Deposit to your Withdrawal Bank Account minus any applicable transaction fees (including, without limitation, withdrawal fee, GST or any other taxation as per Applicable Law). We are not liable for any inaccuracies, omissions, or other errors with respect to any Withdrawal. For the avoidance of doubt, if your Deposit Bank Account is same as your Withdrawal Bank Account then you shall provide us with such declaration at the time of opening your Account.
6. The Withdrawal Bank Account you provide to us and/or save and register with your Account:
   1. you represent and warrant that the Withdrawal Bank Account you provide is your own and that you have full control over that address;
   2. you agree that it is your responsibility entirely to provide us with correct withdrawal details including your Withdrawal Bank Account and we have no liability should you not receive the Deposit withdrawn due to you providing incorrect or out-of-date details; and
   3. you agree to indemnify and hold us harmless against any and all claims, demands, lawsuits, actions, proceedings, investigations, liabilities, damages, losses, costs or expenses, including reasonable attorneys’ fees, in any way arising out of, in relation to or in connection with, directly or indirectly, our reliance on your representations and warranties set out in this clause.
7. In situations where you wish to Withdraw and due to a Force Majeure even prescribed under Clause 24 or any other event you are not able to Withdraw the amount reflected as your Account Equity from your Account to your Withdrawal Bank Account, we will endeavor to dispense your Withdrawals to your alternate withdrawal bank account provided by you. However, you shall bear the risk of all losses that are incurred because of inability to Withdraw your Account Equity from your Account to your Withdrawal Bank Account.
8. We will process Withdrawals in accordance with our policy in relation to withdrawals (collectively the Withdrawal Policies). We may amend the Withdrawal Policies at our sole and absolute discretion without prior notice to you. We do not guarantee that a withdrawal will be processed, broadcast, or confirmed within any defined timeframe or number of confirmations. We are not responsible for any delay in confirmation or processing of any Withdrawal. Withdrawals may take up to 3 (three) days to complete, provided that larger Withdrawals may take up to 30 (thirty) days to complete and that any Withdrawal may be delayed as necessary to comply with Applicable Law.
9. Notwithstanding anything contained in Clause 9.8, Withdrawals are subject to banking regulations and notifications issued by RBI, and other applicable regulators under the Applicable Laws. Should there arise a situation where Our Bank Account is frozen, injuncted or inaccessible in any form or manner, or we lose control over Our Bank Account pursuant to an order issued by the RBI, courts or any other applicable regulator under the Applicable Laws then we shall not be able to process your Withdrawal within the time frame specified in Clause 9.8. Your Withdrawal shall only be processed once the RBI, court or any other applicable regulator under the Applicable Law has granted access over Our Bank Account. We shall not be liable for any direct or indirect, pecuniary or non-pecuniary losses, nor shall we be liable either in equity or tort that you may incur due to our inability to process your Withdrawals pursuant to such order issued by the RBI, courts or any other applicable regulator under the Applicable Laws

Other

10. The protocol underlying a Digital Asset or Product may change or otherwise cease to operate as expected due to changes made to its underlying technology or changes resulting from an attack. These changes may include, without limitation, a “fork”, a “rollback”, an “airdrop”, or a “bootstrap”. We will not support any such change unless we choose to do so in our sole and absolute discretion. Any action that we choose to take with respect to any change to or cessation of any underlying blockchain or asset protocol will be determined by us at our sole and absolute discretion, including (without limitation) in relation to the crediting (or otherwise) of any asset associated with any change and the selection of which blockchain (if any) is the successor to any blockchain, asset or protocol version.
11. The Deposit we hold on your behalf in the Account are not deposits under the Companies Act, 2013 or other financial products under Applicable Law. Except as otherwise permitted by the Platform, no interest will be paid on any Deposits that you make in your Account, and all Products that are directly held by us for your benefit are not insured by any governmental authority under the Applicable Laws.
12. We may not process withdrawals to any other bank account except for what you provide as the Withdrawal Bank Account. We shall not accept any transactions from you except as provided you from the Deposit Bank Account. For the avoidance of doubt, any monies sent to us in Our Bank Account by you which is not from your Deposit Bank Account shall be immediately refunded within 7(seven) working days minus any applicable processing or withdrawal fees.

Know-Your-Customer, Anti-Money Laundering and Counter-Financing of Terrorism, Sanctions, and Identity Verification and Due Diligence

KYC

1. We will conduct due diligence during Account opening and from time to time afterwards in order to comply with our “know-your-customer” and other legal and regulatory obligations and requirements. You must provide any information or documentation we require (“KYC Requirement”) and provide updates to such information in a timely manner. We have the right to amend the list of KYC Requirement at any time at our sole and absolute discretion without prior notice to you.
2. You acknowledge and accept that we may be required to perform additional checks or enquiries or ask you to refresh your KYC documents from time to time to verify your identity and the business relationship. You hereby explicitly consent for us to, directly or through a third party, make any inquiries as mandated under the relevant law or what we consider necessary to verify your identity including your identification details. You hereby confirm that you will assist any third party in carrying out the verification of your identity. By accepting the conditions in these Terms as well as those specified in the Privacy Policy, you hereby give your “explicit consent” to collect, store, process, disclose and safeguard your Personal Information, including your KYC details, including but not limited to (a) Aadhar information details, (b) query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth) (c) query account information associated with your linked bank account; and you also hereby give your “explicit consent” for us to take action we reasonably deem necessary based on the results of such inquiries and reports. We reserve the right to undertake subsequent identity verification again when you carry out a transaction or any international money transfer operations. You warrant that the information you disclose in this respect is at all times correct, authentic and up to date. We reserve the right to suspend, terminate or limit your right to use the Platform (which may include imposing trading limits) until we have verified your identity or if the results of our identity verification process give rise to such measures.
3. In case of certain specified transactions i.e., where there is a high risk of money laundering or terrorist financing, we would be required to carry out enhanced due diligence prior to the commencement of each such specified transaction, without which such transaction would not be permitted to be carried out. Such enhanced due diligence measures would include:
   1. undertaking your identity verification before such transaction as specified above;
   2. taking additional steps to examine your ownership and financial position including obtaining information with respect to the source of funds wherein we may categorise users as low, medium, or high risk based on our assessment in the identity verification and due diligence process; and
   3. recording the purpose behind conducting the transaction and the intended nature of the relationship of the parties to the transaction.

   The information collected by us while applying enhanced due diligence measures as stated above will be maintained for a period of 5 (five) years from the date of transaction.

Anti-Money Laundering and Counter-Terrorist Financing

4. In order prevent the use of the Platform for money laundering or terrorist financing activities. We will be maintaining a record of transactions in a manner enabling us to reconstruct individual transactions and records of documents evidencing your identity and account files and business correspondence relating to you.
5. We shall maintain records in relation to the following transactions for at least 5 (five) years from the date of each such transaction:
   1. transactions of a value exceeding INR 10,00,000 (Indian Rupees Ten Lakhs) or its equivalent in foreign currency;
   2. series of transactions where individually each transaction is valued below INR 10,00,000 (Indian Rupees Ten Lakhs) or its equivalent in foreign currency, but the monthly aggregate value of such transactions exceeds INR 10,00,000 (Indian Rupees Ten Lakhs);
   3. investigating and reporting suspicious activity in accordance with Applicable Laws.

   We shall maintain a record of documents evidencing your identity as well as account files and business correspondence relating to you for a period of 5 (five) years after the business relationship has ended.

Sanctions

6. You cannot open an Account or use any of the Services if you are a person residing in a Restricted Jurisdiction. We have the right to amend the Restricted Jurisdictions clause at any time at our sole and absolute discretion without prior notice to you.
7. We may, at our sole and absolute discretion, implement controls to restrict access to the Account and the Services in any of the Restricted Jurisdictions. We may block or geo-block persons located in certain Restricted Jurisdictions from accessing or using the Platform, Exchange, Account and/or the Services. You acknowledge, agree, and understand that if you are located in a Restricted Jurisdiction, you are not permitted to access or use the Platform, your Account and/or the Exchange and the restrictions will be applied to your Account accordingly. Additionally, you acknowledge, agree, and understand that if you are located at a Restricted Jurisdiction temporarily or for travel, we have the option to restrict your access or usage of the Platform, the Account, and the Exchange Rules in [•]. You acknowledge that this may impact your ability to Trade on the Exchange or monitor any existing orders or open positions or otherwise use the Services. You must not attempt in any way to circumvent any such restriction in any manner, including by use of any virtual private network or any other technological manner, to obfuscate your location. You are liable to comply with the restrictions, even if our methods to prevent use of the Services are not effective or can be bypassed.
8. Notwithstanding any other provision in these Terms, if we determine that you are accessing the Services or the Exchange from any Restricted Jurisdiction or have given false representations as to your location of incorporation, establishment, place of residence, we reserve the right to close your Account or take all appropriate action we deem necessary.
9. If the jurisdiction of which you are a resident, located, incorporated, or otherwise established or based (as applicable) becomes a Restricted Jurisdiction or any change (including any change to Applicable Laws) results in your jurisdiction becoming a Restricted Jurisdiction, without prejudice to any other provision in these Terms, we may immediately cease providing you with access to and use of your Account and the Services.
10. We are not responsible for any losses which may arise because you are not able to access or use the Platform, your Account and/or the Services at the relevant time because of any action taken under this Clause 10.

Identity verification and due diligence

11. While using your Account and our Service you hereby declare and represent that you are a resident of India under the applicable laws of India. We will require identity verification and other screening procedures with respect to you or the transactions associated with Your user Account as per our client due diligence programme as provided below. These verification and screening procedures may include, without limitation, checking the information you provide to us with any governmental authority. We retain the right to not provide Services/ suspend Your user Account in case we identify any defect in the identity verification and/or the due diligence. Your identity verification or your Authorised Representative, key managerial persons’, directors’, partners’, members’, trustees etc verification may be undertaken by the following methods:
    1. offline verification under the Aadhaar (Targeted Delivery of Financial and other Subsidies, Benefits And Services) Act, 2016 (“Aadhaar Act”); or
    2. any valid documents or modes of identification as notified by the Government of India from time to time.
12. If you are an individual, you would be required to submit the following document to us:
    1. Aadhaar number, where you decide to submit the Aadhaar number voluntarily to us or you provide the proof of possession of Aadhaar number where offline verification can be carried out; or you provide the proof of possession of Aadhaar number where offline verification cannot be carried out;
    2. PAN or the equivalent e-document thereof or Form No. 60 as defined in Income-tax Rules, 1962. If you do not submit the PAN.
    3. Deposit Bank Account details including the name of all the beneficiaries and other particulars such as branch details (including IFSC code).
    4. Withdrawal Bank Account details including the name of all the beneficiaries and other particulars such as branch details (including IFSC code).
13. If you are a company, you would be required to submit the following documents (or equivalent e-documents) to us:
    1. Certificate of incorporation;
    2. Memorandum of association and articles of association;
    3. PAN;
    4. names of the KMPs and/or directors who would be accessing the Account, Platform or any of our Services on behalf of the company, along with the relevant information of such key managerial persons or directors as prescribed under Clause 10.11.
    5. board resolution authorising the Authorised Representative(s) accessing the Account on the Platform on the company’s behalf.
    6. Deposit Bank Account details including the name of all the beneficiaries and other particulars such as branch details (including IFSC code).
    7. Withdrawal Bank Account details including the name of all the beneficiaries and other particulars such as branch details (including IFSC code).
14. If you are a partnership/limited liability partnership (“LLP”), the partnership is required to submit the following documents (or equivalent e-documents) to us:
    1. Certificate of registration;
    2. Partnership Deed;
    3. PAN;
    4. names of all the partners and the relevant identification details of such partners as prescribed under Clause 10.11;
    5. address of the registered office, and the principal place of its business, if they are different;
    6. resolution of partner authorising the Authorised Representative(s) accessing the Account on the partnership firm’s behalf.
    7. Deposit Bank Account details including the name of all the beneficiaries and other particulars such as branch details (including IFSC code).
    8. Withdrawal Bank Account details including the name of all the beneficiaries and other particulars such as branch details (including IFSC code).
15. If you are a society, trust or a cooperative society, then you required to submit the following documents (or equivalent e-document) to us:
    1. Certificate of registration;
    2. Incorporation Deed;
    3. PAN;
    4. names of all the partners and the relevant identification details of such partners as prescribed under Clause 10.11;
    5. address of the registered office, and the principal place of its business, if they are different;
    6. resolution of the members of the society, trustees or cooperative society authorizing the Authorised Representative(s) accessing the Account on behalf of the society, trust or a cooperative society.
    7. Deposit Bank Account details including the name of all the beneficiaries and other particulars such as branch details (including IFSC code). We will further carry out a verification to ensure that the owner of bank account provided herein is the same as the owner of the user’s Account
    8. Withdrawal Bank Account details including the name of all the beneficiaries and other particulars such as branch details (including IFSC code). We will further carry out a verification to ensure that the owner of bank account provided herein is the same as the owner of the user’s Account
16. You may be required to provide us with certain other personal and sensitive personal information from time to time, including, but not limited to:
    1. your name;
    2. address;
    3. telephone number;
    4. email address;
    5. date of birth;
    6. photograph;
    7. a resolution from the board of directors and power of attorney granted to your managers, officers or employees, as the case may be to transact on your behalf (if you are a company);
    8. registration certificate (if you are a partnership firm/LLP/society/cooperative society);
    9. trust deed (if you are a trust); and
    10. any other information as may be required.

Warranties and Representations

1. When you have an Account and/or access to or use any of the Services/Products, you represent and warrant on an on-going basis that:
   1. you have accepted and will comply with these Terms (as amended, updated and varied from time to time);
   2. you satisfy the eligibility criteria in full and at all times in respect of your Account;
   3. any and all information you provide to us is true, complete and correct;
   4. you are not a resident or representative of an entity in the Restricted Jurisdiction;
   5. you, or any party affiliated to you, are not in any way sanctioned by or under investigation in relation to anti-money laundering laws, CFT laws, anti-corruption laws, economic sanctions laws or related regulations;
   6. you will not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform and/or the Services, or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose of activity;
   7. you will only deposit in your Account, Deposits in INR that are your own and that have been legally obtained by you. The INR deposited by way of Deposits are not the direct or indirect proceeds of any criminal or fraudulent activity;
   8. the Deposit Bank Account and Withdrawal Bank Account you have provided to us are your own and that you have full control over those banks accounts ;
   9. you are aware of the risks using our Platform, including, but not limited to, high volatility risk of Digital Assets and the fact that you may lose all your Deposits in your Account if the market moves against you;
   10. you will at all times comply with Applicable Laws;
   11. you have knowledge and experience in trading in Products we offer and are aware of the risks related to our Platform and/or Services;
   12. you will not be involved or initiate any form of market manipulation, including wash trading, spoofing orders or otherwise;
   13. the information and documents you provide are correct, genuine and up to date.
2. You shall indemnify, hold harmless and defend us from any claim, demand or penalty, including without limitation attorneys’ fees and any fines, fees, or penalties imposed by any regulatory authority) arising out of or in connection to your use of the Platform/Exchange, breach of these Terms, your violation of any law, rule, regulation or the rights of any third party.
3. You undertake to notify us immediately if any of the representations or warranties set out in Clause 11.1 becomes untrue, incomplete or inaccurate.

Fees

1. We charge fees (“Fees”) for the use of certain Services. Details of the Fees will be made available via our Platform, by notice, or otherwise in accordance with the relevant Appendices or terms and conditions applicable to the relevant Service(s). Your acceptance of these Terms is considered to be your acceptance of our Fee. We have the right to amend the Fees at any time at our sole and absolute discretion without prior notice to you. Any such changes, modifications or increases will be effective upon posting such changes, modifications or increases on the Platform. If you do not agree to the posted changes, modifications, or increases, you should stop using the Account as provided herein. Your continued use of the Account following the posting of the modified transaction fee as posted on the Platform will constitute the acceptance of all such changes or revisions.
2. We have the right to collect Fees from you in any way we determine, including deducting an amount equivalent to the Fees from your Account Equity, and you hereby authorise us to collect such Fees and deduct from your Account Equity directly.
3. All Fees paid by you shall be inclusive of applicable taxation, including GST.

Limitation of Liability and Indemnification

1. To the maximum extent permitted by Applicable Law, we and our respective directors, officers, employees, agents, contractors and licensors (together, the “Associated Parties”) shall:
   1. not be liable to you for any losses, damages or costs;
   2. provide the Services and any Product, service or other item on an “as is” and “as available” basis. We expressly disclaim, and you waive, any and all other warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from course of performance, course of dealing or usage in Trade. Without limiting the foregoing, we do not represent or warrant that the Services are accurate, complete, reliable, current or error-free, or free of viruses or other harmful components; and
   3. have no liability and not be responsible in any way for any losses, damages or costs:
      1. resulting from your reliance on any data or information in connection with the Exchange’s order book, trading charts and trading information. Such data and information provided on the Exchange are for general information purposes only and are given in good faith. For example, certain orders are not publicly visible on the Exchange’s order book. The information is selective and may be incomplete or inaccurate. You should not rely upon the information without further enquiry;
      2. to you or to any third parties, for the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Services and/or Platform (including the Exchange) or for delays or omissions of the Services, or for the failure of any connection or communication service to provide or maintain your access to the Services, or for any interruption in or disruption of your access or any erroneous communications between us and you, regardless of cause;
      3. arising out of your use of the internet and any equipment to connect to the Services or any technical problems, system failures, malfunctions, communication line failures, high internet traffic or demand, related issues, security breaches or any similar technical problems or defects experienced. You acknowledge that there are risks associated with utilising an internet-based trading system such as the Platform and any part of the Services that is available in online format. You shall be responsible for any fees and charges incurred in order to connect to the internet for the purpose of using or accessing the Services;
      4. in relation to interruptions to or errors in the provision of the Services or the Exchange. Amongst other things, the operation and availability of the systems used for accessing the Exchange, including public telephone services, computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the Platform/Exchange. We are not in any way liable or responsible for any such interference that prevents your access to or use of the Platform/Exchange and the Services or causes any inaccuracy, error, delay in, or omission of
         1. any information or
         2. the transmission or delivery of information;
      5. arising out of failures of communication, including where
         1. we do not receive
            1. instructions from you through the Exchange; or
            2. any emails, contact form submissions or any other communications (whether electronic or otherwise) from you; or
         2. you are unable to
            1. send instructions to us or make Orders, or Trades through the Exchange; or
            2. receive notices or communications (such as trading or security notices or communications) which we send to you, for example where such communications are placed in a spam folder or otherwise filtered by your email service provider;
      6. for your use of systems (including any equipment, software and hardware) to use and access the Services. You are solely responsible for your own systems used to access the Services and are solely liable for the integrity and proper storage of any data associated with the Services that is stored on your own systems. You are responsible for taking appropriate action to protect your systems and data from viruses and malicious software, and any inappropriate material. Except as provided by Applicable Law, you are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through our Services. We will not be liable to you in the event that your systems fail, are damaged or destroyed or any records or data stored on your systems are corrupted or lost for any reason.
2. In no event shall any of the Associated Parties be liable for any:
   1. indirect or consequential loss;
   2. loss of profit, business opportunity, revenue or goodwill, in each case, whether arising from breach of contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with authorised or unauthorised use of the Services or these Terms, even if the Associated Parties have been advised of, knew of or should have known of the possibility of such damages.
3. Under no circumstances and under no theory of law (tort, contract, strict liability or otherwise), shall we or any of the Associated Parties be liable to you or any other person for any damages arising from the use or misuse of, or inability to use the Exchange, the Platform, Services, third-party content or any account, regardless of whether such damages are direct, indirect, special, incidental or consequential damages of any character, including damages for trading losses, loss of information, business interruption or lost profits, lost savings, or loss of data, or liabilities under any contract, negligence, strict liability, or other theory arising out of or relating in any manner to the Platform, Services, Exchange, third-party content or any Account or for any claim or demand by any third party, even if we knew or had reason to know of the possibility of such damages, claim or demand if the foregoing disclaimer and waiver of liability should be deemed invalid or ineffective.
4. The Associated Parties’ aggregate liability in contract, tort or otherwise (including any liability for any negligent act or omission) howsoever arising out of or in connection with the performance of its obligations under these Terms, the rules of Exchange, or any other terms incorporated by reference in or to these Terms or the rules of Exchange in respect of any one or more incidents or occurrences, giving rise to a claim made by you under these Terms or rules of Exchange or any other terms incorporated by reference in these Terms or the rules of Exchange, shall be limited to the Fees paid by you in connection with your use of the Platform in the 6 (six) months period immediately prior to the date of the incident, or the first incident of a series of connected incidents, giving rise to a claim made by you under these Terms or Exchange rules or any other terms incorporated by reference in these Terms or the Exchange rules.
5. We or the Associated Parties will not be liable for our failure to perform any obligations under these Terms due to events beyond our control, and the time provided for performing such obligations shall be extended by a period equal to the duration of such events. Events beyond our control include, without limitation, act of God, war, riot, embargoes, civil commotion, strikes, labour disputes, equipment failures, bank failures, crypto and cryptocurrency market collapse or fluctuations, credit or debit card transaction processing failures, strikes, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labour or material, shortage of transportation, facilities, fuel, energy, government regulation or restriction, acts of civil or military authority or terrorism, fiber cuts, weather conditions, lockdowns, pandemics, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, SPAM or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service outages, power outage, internet disruptions, viruses, and mechanical, power or communications failures.
6. You agree to waive any statute or doctrine applicable to you which has the effect of excluding you from the scope of a general release claims.
7. You agree to indemnify and hold harmless the Associated Parties immediately upon demand from and against any and all claims, demands, lawsuits, actions, proceedings, investigations, liabilities, damages, losses, costs or expenses, including reasonable attorneys’ fees, in any way arising out of, in relation to or in connection with, directly or indirectly, you or your Authorised Representatives:
   1. improper or illegal use of, or conduct in connection with, the Account and the Services/Products (including where you are prohibited from holding or operating an Account and/or accessing or using the Services); or
   2. breach of these Terms or the rules of Exchange and other policies, any other terms incorporated by reference in or to these Terms or the rules of Exchange, or any of the policies; or
   3. breaches or violation of any Applicable Law (including any AML/CFT, anti-corruption or economic sanction laws) or the rights of any other person or entity; or
   4. for any third-party services utilised on the Platform.
8. We will be entitled to charge your Account for any costs mentioned in clause 13.7 above, without notice, including legal and enforcement related costs that we incur. You agree that where the anticipated or actual actions mentioned in Clause 13.7 above relate to a specific asset in your account, that asset may not be transferred out of the said account until the matter is resolved.
9. We shall notify you by email, mail, or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or choose our own legal counsel but are not obligated to do so. You agree to not settle any matter without our prior written consent.
10. You are responsible for any fees, charges, costs, and expenses your mobile network operator or internet service provider may charge you to download, access and/or use any of the Services.

Compliance

1. You are responsible for complying with all Applicable Laws related to your trading activities and other use of the Services, including without limitation any reporting obligations and payment of all applicable taxes, or any other rules, regulations, statute, or notification that may apply to you from time-to-time. You will determine what, if any, taxes apply to the Trades and any other transactions you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. We will not be responsible for determining whether taxes apply to your Trades or for collecting, reporting, withholding, or remitting any taxes arising from any Trades. You will hold us harmless for any non-compliance of statutes, rules, regulations, or notifications that are specifically applicable to you while you are using our Platform or availing our Services.
2. We shall have the right to take (or refuse to take) any action we deem to be appropriate or necessary to comply with any Applicable Laws or in accordance with our policies and procedures.

Communications and Notices

1. We have the right to communicate and provide notices to you in any manner which we deem to be appropriate, including (without limitation):
   1. Platform announcements via any domain controlled by us;
   2. to the contact details registered with your Account (including, but not limited to, your registered email address);
   3. website banners and popups;
   4. API messages and announcements; and
   5. mobile alerts via the mobile application.

   You agree and consent to electronic delivery of all communications to you.

2. You are responsible for ensuring that all information provided to us is kept up-to-date, correct and complete at all times. You can update the contact information in respect of your Account at any time. We are not responsible for any loss or damage which you may incur as a result of your failure to ensure that your contact information is up-to-date, correct and complete. You are deemed to have received all communications and notices sent to the contact information associated with your Account (including, but not limited to, your registered email address).
3. If you are required to give notice to us in writing under these Terms, you must address the notice to the details prescribed in Clause 32. The notices must be received by us through these channels. Even if we offer live chat support and you communicate with our representatives, you must still send a notice to the details prescribe in Clause 32.

Data and Calculations

1. We may provide information in the form of text, data, graphics, photographs and illustrations (including as a graphical representation of the data on the trading interface) through any interface we deem appropriate. We do not guarantee that you are able to take any action (including making Orders, or Trades) based on the information (including any prices) shown. We endeavour to ensure the accuracy and reliability of the information provided, but do not guarantee its accuracy, reliability, timeliness, completeness, performance or fitness for a particular purpose and accept no liability (whether in tort or contract or otherwise) for any loss or damage if you rely on information. Such information is provided “as is” and on an “as available” basis.
2. The calculation and records in our system in relation to the Platform and any Account, including, but not limited to, the transaction history and balance on any of your Accounts, will be final and conclusive and be binding on each user for all purposes. Each user agrees that such records are admissible in evidence and further undertakes to waive any rights to challenge or dispute the admissibility, reliability, accuracy, or the authenticity of the contents of such records merely on the basis that such records were produced by or were the output of a computer system or are set out in electronic form.

Reporting Obligation

1. Without prejudice to any other notification obligation in these Terms, you undertake to notify us in writing immediately:
   1. upon any breach or non-compliance (or suspected breach or non-compliance) with any Applicable Laws which would prohibit or restrict you from holding or operating the Account and/or accessing or using the Services (to the extent permitted by Applicable Laws);
   2. upon any other event which would prohibit or restrict you from holding or operating the Account and/or accessing or using the Services;
   3. if you are (or will be) a Sanctioned Person;
   4. if you breach any of these Terms or any other policies mentioned on the Platform;
   5. upon becoming aware of any circumstances which may impact or impede our ability to provide you with an Account or any of the Services;
   6. in the event that you become aware of the Account or any of the Services malfunctioning or a trading error occurring or if you otherwise experience any material malfunction or other connectivity problem that adversely affects your access to or use of the Account or any of the Services;
   7. upon any change to any personal or account information previously provided by you to us (including, without limitation, your name, residence information, or nationality); and
   8. upon any other significant events or matters which we would reasonably expect to have been brought to our attention.
2. You undertake to provide us promptly with any information or documents which we require, including as part of our KYC Requirement or in order to comply with any Applicable Laws (such as any AML/CFT, anti-corruption, or economic sanction law). Notwithstanding any other provision in these Terms, we are permitted, without notice to you, to disclose any information obtained under or in connection with your Account or the Services in order to comply with any Applicable Laws or upon request by any regulator, government authority or similar body. We shall be entitled to disclose all information (including, but not limited to, your user identity, transaction history, order and Trade information, banking account details (e.g. Withdrawal Bank Account, Deposit Bank Account and other and personal details) when cooperating with law enforcement enquiries (whether or not such enquiries are mandatory under Applicable Law) or where permitted under or otherwise in compliance with Applicable Law.
3. You further acknowledge that any restrictions specified under these Terms would attract civil and/or criminal penalty under the penal provisions of the Information Technology Act, 2000 and the underlying rules, Indian Penal Code, 1860 and other such Applicable Laws that be in place from time to time. In the event of any violations of the restrictions imposed on you under Clause 3.1 we are under an obligation to report such violations to the applicable law enforcement agencies and share any data, including your Personal Data or Sensitive Personal Data and cooperate with such applicable law enforcement agency established under the Applicable Laws. By agreeing to the Terms thereof, you agree that we are you will be subjected to such restrictions as imposed on your under this clause.

Intellectual Property Rights

1. You acknowledge that:
   1. you have no ownership rights or rights in the Intellectual Property Rights relating to the Platform, all the material used on the Platform and used in relation to the Services other than as we specifically grant to you under these Terms; and
   2. all Intellectual Property Rights in the Exchange, Platform and the Services shall remain/be licensed to with us. All rights are reserved.
   3. all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondences, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression are and shall be our sole and exclusive property of the or our other applicable affiliates.
2. You acknowledge that “Delta Exchange India” along with any and all associated logos are trademarks of Protocol Labs Pte Ltd.. You may reproduce such trademarks without alteration on material downloaded from the Exchange to the extent authorised by this clause (or agreed in writing between the parties), but you may not otherwise use, copy, adapt or erase them.
3. You shall not register any domain name that incorporates or is confusingly similar to any of Protocol Labs Pte Ltd. And/or Excelium Technologies Private Limited’s trademarks and you expressly acknowledge that any such registration will be in “bad faith” as per the Applicable Laws.
4. You agree to not operate any social media account (Facebook, Twitter, Instagram and LinkedIn etc.) that uses any of our trademarks or confusingly similar marks; and create, offer to create or promote any mobile application that is branded with our trademarks or any confusingly similar marks.
5. You shall not in any circumstance obtain any rights over or in respect of the Exchange (other than rights to use the Exchange pursuant to these Terms and any other terms and conditions governing a particular service or section of the Platform) or hold yourself out as having any such rights over or in respect of the Platform.
6. You are not granted any right to use, and may not use, any of our Intellectual Property Rights other than as set out in these Terms and subject to the following conditions:
   1. you may only view and use the Services and the Exchange (or any part of it or its contents) for your own personal use and may not copy (other than to print extracts from the Exchange), reproduce, republish, upload, repost, modify, transmit, distribute or otherwise use the Services and the Exchange (or any part of it or its content) in any way for non-personal, public or commercial use without our prior written consent. All restrictions relating to use of the Services and the Exchange in these Terms shall apply to data available through any APIs.
   2. you may not remove or modify any copyright, trademark or other proprietary notices that have been placed in any part of the Services; an
   3. you may not use any data mining, robots or similar data-gathering or extraction methods.
7. You agree not to:
   1. modify, adapt, reproduce, translate or create derivative works of the Platform, or any data or content (including material owned by Third-Party Service Provider) provided through the Platform, or any portion thereof, or attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Platform;
   2. remove any copyright notice, trademark, legend, logo or product identification from the Platform.
   3. misrepresent the other websites as our website by co-opting the visual “look” and “feel” of or text from our Platform or otherwise violate our Intellectual Property Rights, including, without limitation, “scraping” text or images from our Platform or the banners managed by us and/or text links, search marketing or all other online and offline campaigns;
   4. edit, modify, filter, truncate or change the order of the information contained in any part of the Platform, or remove, obscure, or minimise any part of our Platform in any way without our authorization; or
   5. make any commercial use of the Exchange or our logo, trademark or brand name in any way.
8. Each user authorises us to use any information or content provided by the user or processed in connection with the use of the Platform (e.g. Personal Information, geographic information, device information) in the context and for the purpose of providing services or products on the Platform and the secure use of the Platform.
9. By submitting your content directly or indirectly to or through the Platform and/or Services in any way, including, but not limited to, blogs, message boards, forums and APIs (whether or not submitted through a third party), you grant us a royalty-free, perpetual, irrevocable, transferable, sublicensable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display all of your content (in whole or in part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. We shall be the sole owner of any derivative work produced by us or the Exchange based on, or in any way connected with, your content, and shall have the right to use such derivative work for any purpose, commercial or otherwise, without any further obligation to you. You shall not permit any other users of the Platform to access, display, view, store and reproduce such content for personal use. You waive (and to the extent you cannot waive, agree irrevocably not to assert) any and all moral rights to which you may be entitled anywhere in the world in respect of such content. We have the right, but not the obligation, to monitor all conduct and content submitted to or through the Platform and/or Services, and may in our sole and absolute discretion:
   1. subject to Applicable Law, refuse to publish, remove or modify content or disable access to content that are in breach with these Terms; or
   2. suspend or discontinue your opportunity to submit, post or upload content.
10. By submitting any content to the Platform and/or through the Services you warrant that you are entitled to, and have all necessary Intellectual Property Rights over, that content to submit on the Exchange/Platform and/or through the provision of Services in accordance with these Terms.
11. We reserve the right to disclose your identity to any third party who claims that any content posted or uploaded by you to the Exchange constitutes a violation of their Intellectual Property Rights or of their right to privacy.
12. We specifically disclaim any and all representations and warranties related to the Intellectual Property Rights including, without limitation, any representations or warranties related to ownership and non-infringement of third-party intellectual property rights. You expressly acknowledge that your use of the Platform and/or Services (including the Exchange) is subject to this disclaimer of representations and warranties.

Privacy Policy

Our Privacy Policy sets out how we will collect, make use of, and share your personal data in connection with your Account and the Services. You should regularly review our Privacy Policy providehere. We may amend the Privacy Policy at our sole and absolute discretion without prior notice to you.

Third Party

1. We may link third party websites on our Platform or when providing the Services which are not affiliated or associated with us (although branding, advertisements or links relating to our Services may appear on these third-party websites) and we may send e-mail messages to you containing advertisements or promotions including links to third parties. We make no representation as to the quality, suitability, functionality, or legality of the material on third party websites that are linked to, or to any goods and services available from such websites. The material is only provided for your interest and convenience. We do not monitor or investigate such third-party websites and we accept no responsibility or liability for any loss arising from the content or accuracy of this material, and any opinion expressed in the material should not be taken as an endorsement, recommendation, or opinion of any of our member. For avoidance of doubt, the information contained in any third-party websites is not incorporated into these Terms.
2. You must not market or promote the Exchange, the Platform and/or our Services or in any way which would breach Applicable Laws. If you do create a link to the Platform and/ our Services or any of the pages on Exchange, you acknowledge that you are responsible for all direct or indirect consequences of the link, and you indemnify us and our Associated Parties immediately upon demand for all loss, liability, costs or expense arising from or in connection with the link.
3. The Platform may provide you access to content, information, quote, videos, photos or other materials of Third- Party Service Provider supplied by certain third parties We do not endorse or recommend, and are not responsible for verifying the accuracy, validity or completeness of any materials of Third-Party Service Provider provided through the Platform. Your use or reliance on such materials is at your sole risk. All title, ownership rights and intellectual property rights in or relating to the third-party content will remain with the applicable Third-Party Service Provider. Nothing on the Platform will be construed as conferring on any user any license, save as expressly set out herein, of any Third-Party Service Provider title, ownership rights and/or intellectual property rights, whether by estoppel, implication or otherwise.
4. You may be offered the ability to register and establish a third-party account with a Third-Party Service Provider. Such a third-party account shall be subject to terms and conditions and policies established by the Third-Party Service Provider for such third-party. You should read the Third-Party Service Provider terms carefully before opening a third-party account with such Third-Party Service Provider. If you do not agree to the terms of the Third-Party Service Provider, you should not register and open third-party account with it. All Trades and other transactions conducted through the third-party account will be subject to the terms of the Third-Party Service Provider terms. In addition, you understand and agree that:
   1. We will act solely as the exchange administrator and service provider for the Third-Party Service Provider in terms of the third-party accounts. As such, we may collect your Personal Information and other information on behalf of the Third-Party Service Provider in the process of opening the third-party account and providing the Platform for transactions conducted through the third-party account. Such Personal Information will be processed by us in accordance with its privacy policy and will be shared with the Third-Party Service Provider, which will process such Personal Information in accordance with its own privacy policy.
   2. We will not offer such third-party account to you and we have no responsibility or liability for such third-party account or any transactions conducted through the third-party account, or for any acts or omissions of the Third-Party Service Provider with respect to the Third-Party accounts, Third-Party Service Provider Terms, or their processing of your Personal Information. We shall not be responsible for the transactions conducted by you or your Authorized Representative with respect to your third-party account. All inquiries and questions regarding the trading activities or other services with respect to the third-party accounts that you submit to us will be directed by us to Third-Party Service Provider.

Confidentiality

1. You undertake not to disclose to any person any Confidential Information that you may acquire during your use of any Account or our Services.
2. Without prejudice to any other provision in these Terms, we will keep confidential any Confidential Information we receive from you. However, we shall be permitted to disclose Confidential Information:
   1. in accordance with these Terms;
   2. to our affiliates as well as with their respective employees, consultants, officers, directors;
   3. pursuant to an order, notification etc. of the court of any governmental authorities, regulatory authorities or as required under Applicable Law;
   4. to our professional advisers or any other third party under a duty of confidentiality.
3. Upon any unauthorised disclosure of our Confidential Information, we shall have a right to take such lawful actions as are reasonably available to recover such Confidential Information and to prevent any further publication or dissemination.

Waiver

Our failure or delay to require the performance of any provision in these Terms or exercise any right or remedy upon your breach of these Terms does not constitute waiver of any of our rights or waiver of your breach.

Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer any or all of our rights or obligations under these Terms (including those rights or obligations created under these Terms such as any annexes or supplemental terms and contractual documentation subject to these Terms and the annexes and supplemental terms), in whole or in part, without obtaining your consent or approval. To the extent required to effect any future assignment or transfer, you are hereby deemed to have given all necessary consents and waivers.

Force Majeure

We shall not be liable for any loss or damage arising from any event beyond our reasonable control (which may result in suspension of the performance of our obligations under these Terms or ceasing to provide access to and use of the Account, Trading Platform and/or the Services), including but not limited to flood, pandemic, lockdown, extraordinary weather conditions, earthquake, act of God, fire, war, insurrection, malicious acts of damage, riot, labour dispute, accident, actions of any government or regulator (including any action of any government or regulator restricting or suspending our ability to provide any Services), communication failure, power and electricity supply failure, equipment or software malfunction or any other cause beyond our reasonable control.

Entire Agreement

Unless otherwise expressly provided in writing, these Terms and the Privacy Policy together with any other appendices or documents expressly incorporated herein or by reference to these Terms constitute the entire agreement between you and us. In the event of any inconsistency between these Terms and any of the other appendices, terms and conditions or documents expressly incorporated herein or with reference hereto, the provisions of these Terms shall prevail (unless otherwise stated or agreed expressly in writing signed by you and us).

Amendment

1. We may, at our sole and absolute discretion, and at any time, supplement, amend or replace these Terms without limitation.
2. If you do not agree to the amended Terms, you should cease to use the Account and all of the Services and request for your Account to be closed in accordance with Clause 8. Otherwise, you agree to continue to be bound by any amendments to Terms. Your continued use of the Account or any of the Services constitutes your deemed acceptance of the amended Terms. You acknowledge it is your responsibility to check for changes to these Terms periodically.

Severability

If any term or other provision of these Terms are invalid, illegal or incapable of being enforced by any rule of Applicable Law or public policy, all other terms, conditions and provisions of these Terms shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by these Terms is not affected in any manner materially adverse to us. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, these Terms may be modified by us so as to effect our original intent as closely as possible and to the fullest extent possible.

Governing Law

These Terms and any non-contractual obligations arising out of or in connection with them are governed by and construed in accordance with the substantial laws of India.

Dispute resolution

1. Any dispute arising out of or in connection with this Terms, rules of Exchange or any of the Service thereof, including any question regarding its existence, validity or termination, shall be referred to and finally be resolved by arbitration administered by DIAC in accordance with the DIAC Rules for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat and venue of the arbitration shall be New Delhi, India. The arbitration tribunal shall consist of a single arbitrator appointed as per the DIAC Rules. The language of the arbitration under these Terms shall be English.
2. For the purposes of this Clause 29 each party waives any objection to DIAC on the grounds that they are an inconvenient or inappropriate forum to settle any such Dispute.

English Language

These Terms have been prepared in English and translated into other languages for convenience only. In the event of any inconsistency or ambiguity between the English version and any translated version, the English version shall prevail.

Miscellaneous

The headings in these Terms are for ease of reference only and do not affect its interpretation.

Contact Information and Grievance Officer

If you have any questions, request or would like to contact us, including with respect to any complaint you wish to make with respect to the Terms or otherwise, please find below the contact details of our Grievance Officer:

Name: Mr. Jitender Tokas

Contact Email: [email protected]