Terms of Service

1. Definitions and Interpretations

1.1Definitions:

1.1.1“Aadhaar number” shall have the meaning as defined in Section 2(a) of the Aadhaar (Targeted Delivery of Financial and Other Subsidies, Benefits and Services) Act, 2016.

1.1.2“Account Breach” shall have the meaning ascribed to it in Clause 9.13.

1.1.3“Account History” shall have the meaning ascribed to it in Clause 7.8.

1.1.4“Account” shall mean the account created by a user on the Platform (as defined below) to use/access the Services (as defined below) provided by us.

1.1.5“Account Balance” means the balance of INR reflected in our books and records as credited to your Account as calculated by us. Account Balance includes margin used in existing Positions and Orders, margin available for trading, settlement proceeds and unrealised profit or loss. Any USD-equivalent display or calculation uses the predetermined USD-INR conversion rate described in Clause 10.2; Customer Amounts remain denominated in INR.

1.1.6“AML” shall mean any law or regulation in any jurisdiction regarding anti-money laundering, counter-terrorist financing, 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 rules and regulations thereunder, the Foreign Exchange Management Act, 1999 and the rules and regulations thereunder, regulations and guidelines published by RBI from time to time, applicable AML/CFT guidelines, directions and requirements published by the Financial Intelligence Unit – India, Ministry of Finance, and any other applicable regulation or guideline framed under Applicable Law, including laws framed pursuant to policies by the FATF (as defined below).

1.1.7“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 Governmental Authority whether in effect as of the effective date or thereafter.

1.1.8“Associated Parties” shall have the meaning ascribed to it in Clause 15.1.

1.1.9“Authorised Representative” means any person that is authorised to access and use the Platform on behalf of a user.

1.1.10“Auto-Deleveraging” shall have the meaning ascribed to it in the “Additional Risks” section of Appendix I.

1.1.11“CFT” shall mean Countering the Financing of Terrorism.

1.1.12“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;(c) our and our affiliates, other valuable, confidential information and trade secrets; and (d) any information which by its nature should be reasonably understood to be confidential.

1.1.13"Contract" means any Product, instrument, arrangement or transaction made available on or through the Platform, including any rights, obligations, liabilities, payments, settlements and entitlements arising from or in connection with it.

1.1.14“Controlling Person(s)” means the natural person(s) who exercise control over an entity, and any other person exercising ultimate effective control, and in the case of other legal arrangements, persons holding equivalent or similar positions, as interpreted in accordance with the Interpretive Note to Recommendation 15 by FATF adopted on June 21, 2019 (as may be updated from time to time).

1.1.15“Banking Arrangements” means the arrangements through which INR transferred by you for use on the Platform is received into one or more current bank accounts maintained in the name of ALSD Technologies Private Limited with regulated banks in India, and through which INR deposits, withdrawals and settlements are processed. The corresponding Account Balance is recorded in our books and records. The bank account is not a bank account opened or maintained in your name.

1.1.16“Customer Amounts” means the INR amounts reflected in your Account Balance, including Deposits and any other INR amount, entitlement or benefit recorded by us in connection with your Account, the Platform or the Services. Customer Amounts are book-entry amounts recorded by ALSD and do not constitute a separate bank account in your name.

1.1.17“Banking Service Provider” means a regulated bank in India appointed, engaged or used by us from time to time in connection with the Banking Arrangements.

1.1.18“Deposit” shall have the same meaning ascribed to it in Clause 10.3.

1.1.19“Development Service” shall have the meaning ascribed to it in Clause 4.9.

1.1.20“Exchange” shall mean the trading platform branded as “Mochatrade” or any other name designated by us from time to time, through which Products (as defined below) are made available or traded. ALSD Technologies Private Limited is the contractual counterparty to Trades entered into by you through the Platform.

1.1.21“FATF” shall mean the Financial Action Task Force.

1.1.22“Fees” shall have the meaning ascribed to it in Clause 13.1.

1.1.23“Fill Adjustments” shall have the meaning ascribed to it in Clause 4.14.2.

1.1.24“Governmental Authority” means any nation or government or any province, state or any other political sub-division thereof; any entity, authority or body exercising executive, legislative, judicial, quasi-judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of such government, as applicable, or any political subdivision thereof or any other applicable jurisdiction; any court, tribunal or arbitrator and any central bank and any securities exchange or body or authority regulating such securities exchange

1.1.25“GST” shall mean goods and services tax levied under the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017 and other applicable GST legislation or as amended, supplemented or modified from time to time.

1.1.26“Individual Account” shall have the meaning ascribed to it in Clause 6.2.

1.1.27“Individual Eligibility Criteria” shall have the meaning ascribed to it in Clause 6.3.

1.1.28“INR” shall mean the Indian Rupee.

1.1.29“Institutional Account” shall have the meaning ascribed to it in Clause 6.2.

1.1.30“Institutional Eligibility Criteria” shall have the meaning ascribed to it in Clause 6.4.

1.1.31“Intellectual Property Rights” means any and all intellectual property, proprietary rights and industrial property rights as they exist in any jurisdiction throughout the world owned and used by ALSD Technologies Private Limited (whether registered or not and including applications to register or rights to apply for registration), including all rights pertaining to or deriving from: (a) trademarks, including service marks, service names, brand names trade dress, logos, trade names, corporate names, packaging design, slogans and other indicia of source, origin or quality (b) internet domain names and sub-domains, internet websites, URLs, 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.

1.1.32“KYC Requirement” shall have the meaning ascribed to it in Clause 11.1.

1.1.33“LLP” shall have the meaning ascribed to it in Clause 11.14.

1.1.34“Order” shall mean any instruction, request, direction, authorisation or communication submitted by a user through the Platform in relation to any Product, Contract, Position, VDA, Account or Service, including for the purpose of placing, executing, modifying, cancelling, closing, transferring or settling a transaction.

1.1.35“Our Bank Account” shall mean one or more designated current bank accounts maintained in the name of ALSD Technologies Private Limited with a bank regulated in India, into which users may transfer INR for use on the Platform and from which INR Withdrawals may be remitted. We may change such account(s) from time to time and are not required to disclose the identity of our banking partners except where required by Applicable Law.

1.1.36“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 a person.

1.1.37“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.

1.1.38“Position” means any exposure, right, obligation, entitlement or liability of a user arising from or relating to any Product, Contract, Order or Trade on the Platform, whether open, closed, partially closed, unsettled, assigned, exercised, expired, liquidated, transferred, offset, netted or recorded or maintained by us in connection with the Services.

1.1.39“Politically Exposed Person”shall have the meaning as defined in Rule 2(1)(db) of the Prevention of Money Laundering (Maintenance of Records) Rules, 2005.

1.1.40“Product” shall mean any product, contract, instrument, derivative or derivative contract, including a perpetual derivative contract on or referencing a VDA (including a tokenized stock), or any other feature, service or functionality that we offer, list, support, facilitate or make available on the Platform from time to time and on such terms as we may determine. For the avoidance of doubt, Mochatrade offers Contracts on or referencing VDAs, including tokenized stocks. A Product, Contract, Order, Trade or Position is a contractual right and obligation between the User and ALSD and does not confer ownership, possession or custody of the referenced VDA.

1.1.41“RBI” shall mean the Reserve Bank of India.

1.1.42“Regulatory Change” means any change, clarification, interpretation, direction, circular, guideline, notification, order, investigation, enforcement action, consultation paper, informal regulatory position, judicial or quasi-judicial proceeding, or other action by SEBI, RBI, the Government of India, FIU-IND, any tax authority, any court, tribunal, statutory authority, self-regulatory organisation or other competent authority, whether in India or elsewhere, which, in our sole determination, may affect or relate to the legality, listing, trading, settlement, banking arrangements, operation, taxation, reporting, classification or regulatory treatment of any Product, Contract, referenced VDAs, the Platform, the Exchange or the Services.

1.1.43“Related Account” or “Related Party” shall have the meaning ascribed to it in Clause 9.4.

1.1.44“Restricted Jurisdiction” shall be the countries and geographical locations that do not fall within the territorial jurisdiction of India.

1.1.45“Sanctions” means any economic, financial, trade, sectoral, secondary, or other sanctions, embargoes, restrictive measures, export control restrictions, anti-boycott measures, or asset-freezing measures imposed, administered, enacted, or enforced from time to time by any applicable Governmental Authority, having jurisdiction over the Platform, the User, any transaction, or the relevant services.

1.1.46“Sanctioned Persons” shall mean any person who commits the offence of “money-laundering”, as defined under section 3 or who is convicted under section 4 of the Prevention of Money Laundering 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.

1.1.47“SCRA” means the Securities Contracts (Regulation) Act, 1956.

1.1.48“SEBI”means the Securities and Exchange Board of India established under the Securities and Exchange Board of India Act, 1992.

1.1.49“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.

1.1.50“Services” shall mean all the services made available by us on the Platform and may include any third-party service made available on the Platform.

1.1.51“Virtual Digital Asset” or “VDA” means a virtual digital asset within the meaning attributed to that expression under Applicable Law and, for purposes of the Products offered on the Platform, includes tokenized stocks designated by us as VDAs. Products offered by us are Contracts, including perpetual derivative contracts, on or referencing VDAs. Users do not acquire, own, deposit, withdraw or receive custody of the referenced VDA merely by entering into a Contract.

1.1.52“Terms” shall have the meaning ascribed to it in Clause 2.1.

1.1.53“Third-Party Service Provider” shall mean any third party that offers Products/Services that are not directly or indirectly under our control.

1.1.54“TIN” means the tax identification number assigned by a jurisdiction to a person for the purposes of administering and identifying such person under the tax laws of that jurisdiction, including any equivalent identification number issued by a tax authority, government authority or other competent authority in the relevant jurisdiction.

1.1.55“Trades” means any transaction, execution, match, settlement, transfer, conversion or other activity relating to a Product, Contract, Position, referenced VDAs or Service on or through the Platform, whether completed, pending, partially completed, cancelled, reversed, adjusted or otherwise recorded by us.

1.1.56“User Bank Account” means a bank account held in the name of the User with a bank registered under the Banking Regulation Act, 1949, which has been registered, verified and approved or otherwise designated by us, whether directly or through one or more banks, payment service providers or third-party service providers, for the purpose of enabling the User to make Deposits in INR from such bank account to Our Bank Account in order to avail the Services, and/or to receive Withdrawals in INR from Our Bank Account of all or part of the Account Balance into such bank account. All Deposits and Withdrawals shall be made through such User Bank Account, subject to these Terms and any verification, approval, operational, compliance, security, risk-management or other requirements imposed by us from time to time.

1.1.57“Withdrawal” shall have the meaning ascribed to it in Clause 10.8.

1.1.58“Withdrawal Policies” shall have the meaning ascribed to it in Clause 10.12.

1.2Interpretations:

1.2.1All references to a “Clause” would mean a reference to the clauses of these Terms.

1.2.2All references to “Risk Disclosure Statements” shall only mean the express disclosures made in Appendix – I provided at the end of these Terms.

1.2.3All references to “user/you/your” with grammatical variations and cognate expressions shall have the meaning ascribed to it in Clause 2.1.

1.2.4All references to “us/our/we” with grammatical variations and cognate expressions shall have the meaning ascribed to it in Clause 2.1.

1.2.5Nothing contained in this agreement shall be interpreted to imply any relationship of trust, bailment, agency, employment, partnership, joint venture, franchise or any fiduciary relationship, whether express or implied, between the user and us.

2. Introduction

2.1These Terms of Service 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 ALSD Technologies Private Limited (CIN: U72900MH2022PTC390853), a company incorporated in the Republic of India (“India”) under the Companies Act, 2013, having its registered office at 303, Building No. 5, Lake Heights, Adi Shankaracharya Marg, Ram Baug, Powai, Mumbai, Maharashtra 400076, India, and registered with the Financial Intelligence Unit - India (FIU-IND) as a Reporting Entity under REID VA00049752 (“us/our/we”), on the Platform.

2.2The Privacy Policy as defined in Clause 21 and any other policies/ rules/ guidebook 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.

3. General User Terms

3.1When 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:

(a)carry out or be involved in any activity that:

(a).1involves 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);

(a).2publishes, distributes, disseminates or makes any reference to any fraudulent, prohibited or illegal or unlawful material or information;

(a).3engages in, facilitates, attempts, assists or benefits from any manipulative, deceptive, abusive, unfair or disruptive trading, market or platform activity that may adversely affect market integrity, the orderly operation of the Platform, price discovery, trading activity or the interests of other users, or otherwise creates, or is intended to create, a false, misleading or artificial appearance of market activity, liquidity, demand, supply or price;

(a).4relates to another person and which you do not have any right; or

(a).5otherwise violates, or could violate, any Applicable Law;

(b)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, and where the Services are hosted by a Third-Party Service Provider, that third party’s computing systems or computer resources or networks or data centre or information;

(c)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;

(d)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-Party Service Providers 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;

(e)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;

(f)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);

(g)transmit or input any files that may:

(g).1damage or cause any kind of harm to the Platform or any other person’s computing devices, other hardware or software; or

(g).2contain material or data in violation of Applicable Law;

(h)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;

(i)attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or part of any of the Services;

(j)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;

(k)use the Services to provide services to third parties;

(l)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;

(m)attempt to obtain, or assist third parties in obtaining, access to the Services/ Products, other than as provided under these Terms;

(n)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;

(o)use the Services to store or transmit any virus, trojan, malware, adware, spyware, phishing code, or any other form of malicious or disabling code;

(p)perform any act or omission that deceives or misleads the recipient of any information about the origin of such message, or impersonates any person;

(q)circumvent or disclose the user authentication or security of the Service or any host, network, or account related thereto;

(r)permit access to the Service by our direct competitor;

(s)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;

(t)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;

(u)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, Bharatiya Nyaya Sanhita, 2023 and other such Applicable Laws from time to time.

3.2We do not act as your broker, intermediary, adviser, trustee or fiduciary in any capacity. ALSD Technologies Private Limited acts as principal and is the contractual counterparty to Trades entered into by you through the Platform. These Terms do not create any partnership, joint venture, joint enterprise or similar business relationship with you. None of the Services, Products, communications or information provided by us amounts to or shall be deemed or construed to be investment or financial advice. We do not provide any opinion on the merits of any particular investment. We have no obligation to, and shall not, provide you with any legal, tax, accounting or other advice. You are required to conduct your own due diligence and consult an independent adviser authorised under Applicable Laws to provide investment advice, where appropriate. The User acknowledges that any automated data feeds, liquidation alerts, technical indicators, historical chart patterns, or calculated margins displayed on the Platform are purely for informational and reference purposes and do not constitute an explicit or implied endorsement, valuation or transactional solicitation by us. Conversely, you do not have any ownership, right, charge or lien over our assets and proprietary rights, including our Intellectual Property Rights.

3.3When you make a Deposit, you transfer INR from your verified User Bank Account to Our Bank Account, which is a current bank account maintained in the name of ALSD Technologies Private Limited. Once the Deposit is received and reconciled, we credit the corresponding amount to your Account Balance in our books and records. Your Account Balance is an accounting record maintained by ALSD for purposes of trading, margin, settlement and withdrawal; it is not a separate bank account opened or maintained in your name. We do not represent that INR transferred to Our Bank Account is held in a segregated client account, escrow account or trust account unless we expressly notify you otherwise in writing. Subject to these Terms, you may request Withdrawal of your available INR Account Balance to your verified User Bank Account. ALSD is responsible for processing such Withdrawal from Our Bank Account, subject to open Positions, margin requirements, fees, holds, KYC/AML requirements, risk controls and Applicable Law.

3.4You acknowledge, agree and accept that the Services and Products entail a high degree of financial risk, including counterparty risk to ALSD Technologies Private Limited because ALSD is the contractual counterparty to your Trades. 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 or trading the Products.

3.5None 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.

3.6Our 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.

3.7The Products offered on the Platform are Contracts, including perpetual derivative contracts, on or referencing VDAs, including tokenized stocks. ALSD treats the referenced tokenized stocks as VDAs for purposes of the Platform and its current compliance framework. Regulatory classification may evolve. SEBI, a court, tribunal or another Governmental Authority may subsequently characterize, recharacterize, classify or regulate any Product, Contract, VDA, tokenized stock or related activity as a security, derivative, commodity derivative, financial product, regulated instrument or other regulated product under Applicable Law. You expressly acknowledge and assume the risks arising from any such Regulatory Change, including suspension, restriction, modification, close-out, settlement or discontinuation of any affected Product. We do not represent or warrant that the present regulatory characterization will remain unchanged.

3.8Unless expressly stated otherwise by us in writing, the Products are not listed or traded on any recognized stock exchange in India, are not offered through or by any SEBI-registered intermediary, and do not provide the same level of protection, recourse, investor protection, market surveillance, settlement guarantee, compensation mechanism or regulatory oversight as may be available in respect of regulated securities, exchange-traded derivatives or instruments traded on recognised stock exchanges in India.

4. Services

4.1We 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).

4.2We may introduce new Services, or vary, suspend, withdraw, or cease to provide any or all of the Services. We may 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 at our sole discretion. We shall not be liable for any losses or damages as a result of:

(a)making functional, procedural or technical changes or improvements to the Platform and/or Services.

(b)(temporarily or permanently) limiting or removing functionalities of the Platform and/or /Services.

(c)terminating the Platform entirely or restricting the use of the Platform and/or /Services;

(d)varying, suspending, withdrawing, or ceasing to provide access to and use any part of or any of the Platform and/or /Services or

(e)amending any terms and conditions on which the Platform and/or Services are provided.

4.3Without prejudice to any other rights or remedies available to us under these Terms, Applicable Law or otherwise:

(a)we may, at any time, vary, suspend, withdraw, restrict, discontinue, delist, terminate, close out, liquidate, settle, modify or cease to support or provide any Product or Service, in whole or in part, where we determine that such action is necessary, desirable or prudent having regard to: (i) any Regulatory Change or potential Regulatory Change; (ii) any direction, order, notice, guidance, circular, communication, enforcement action or other requirement of any Governmental Authority; (iii) any legal, regulatory, compliance, tax, operational, security, market integrity, risk-management or reputational consideration; or (iv) any other event, circumstance or action that, in our sole discretion, warrants such action.

(b)We shall not be liable to you or any other person for any losses, damages, claims, costs, expenses, liabilities, loss of opportunity, loss of profits, loss of premium, trading losses, tax consequences, diminution in value, inability to access or use any Product or Service, or any other direct, indirect, incidental, consequential or special loss arising out of or in connection with any action taken by us under this clause, except to the extent that such liability cannot be excluded under Applicable Law.

(c)Where the action is taken due to a Regulatory Change, we will, to the extent required by Applicable Law or any Governmental Authority, provide you with the minimum advance notice as required under such Applicable Law or by such Governmental Authority to the extent reasonably practicable. Such notice may be provided by email to the email address associated with your Account, by notice through the Platform, or by any other method permitted under these Terms or Applicable Law.

(d)If you do not sell, transfer, withdraw or otherwise remove the relevant Product or Service, from the Platform within the applicable notice period, we may, at our sole and absolute discretion, remove, withdraw, terminate, settle, liquidate or close out the same. Following any such action, we may credit your Account with an amount determined by us, acting reasonably, in INR, after deducting any applicable fees, costs, taxes, charges or amounts otherwise payable by you under these Terms or Applicable Law.

4.4In order to access certain Services, you will need an Account and will be granted certain features, rights and privileges in such Account.

4.5We 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, such as blocking access to the platform by an Internet service provider). 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 on an “as is” and “as available” basis. We will remedy any bugs and other defects and make updates of the Platform available 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.

4.6The Services and access to the Platform are available only to eligible natural persons and legal entities that are residents of India in accordance with Applicable Law. 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. You shall not access or attempt to access the Platform or Services through the use of a Virtual Private Network (VPN), proxy service, or any other location-masking or anonymizing technology designed to circumvent our geographic restrictions. If you are a resident of or are operating from a Restricted Jurisdiction, or if we detect that you are using technology to mask your location, 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 or through the unauthorized use of location-masking technology.

4.7We 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. Such account-specific restrictions may include, but are not limited to, suspending or freezing Withdrawals, disabling the placement of new orders, converting open derivative positions to a "reduce-only" status, cancel open orders, close open positions or temporarily suspending access to the Platform entirely. 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, suspended, or forfeited. We shall not be liable for any financial losses, missed profits, or liquidations resulting from market movements while an Account restriction is active. Your right to access the Services is automatically revoked where use of the Services is prohibited or to the extent that the provision of the Services conflicts with any Applicable Law.

4.8Any instruction you submit - such as placing a new order, modifying an existing order, or closing a position - will only be considered valid once it has been received by our servers/systems. If, for any reason, your instruction does not reach our servers/systems, it will not be treated as received or acted upon. We are not responsible for instructions that fail to reach our servers/systems due to connectivity issues, technical failures, or any other reason which are beyond our control.

4.9From time to time, we may launch certain features, Products or Services (including any software produced, developed or published by us from time to time) in beta, test, pilot, limited-release, early-access or similar form (each, a “Development Service”). We may, at our sole and absolute discretion, make a Development Service available to selected users, invite users to participate in testing, permit users to apply to participate, or otherwise allow access to a Development Service subject to any eligibility criteria, conditions or requirements determined by us from time to time. By accessing, using, enrolling in, activating or otherwise participating in a Development Service, you acknowledge and agree to participate in the testing and evaluation of such Development Service and consent to the terms applicable to it. You further acknowledge, agree and understand that a Development Service may be experimental, incomplete, unstable, unavailable in certain circumstances, modified at any time or withdrawn without notice. By participating in a Development Service, you assume all risks associated with its use. We do not warrant that any Development Service will meet your requirements or operate uninterrupted, error-free or securely, and we shall not be liable for any loss or damage arising from or in connection with your access to or use of a Development Service. We reserve the right, at any time and for any reason, to discontinue, redesign, modify, enhance, restrict, suspend or withdraw any Development Service.

4.10Notwithstanding anything to the contrary in these Terms, any Risk Disclosure Statements, any policy, guidebook, rules, any communication or any other terms incorporated by reference and/ or made available on or through the Platform from time to time, we reserve the right, at our sole and absolute discretion , to:

(a)modify the terms, features, margin requirements, settlement mechanism, pricing methodology, risk limits, contract specifications, expiry, funding rates mechanism and limits, leverage limits, liquidation parameters, order types or other parameters of any Product;

(b)suspend, restrict, discontinue, delist, cease listing, cease trading or cease settlement of any Product;

(c)close out, liquidate, settle, net, transfer, terminate, cancel, void, reverse, offset or otherwise deal with any open orders, trades, positions or Contracts on a best-efforts, fair-value or other basis determined by us;

(d)impose, vary or withdraw additional eligibility, suitability, risk, margin, collateral, KYC, AML/CFT, tax, reporting, disclosure, documentation or other conditions on any user or class of users;

(e)restrict Deposits, Withdrawals, utilization of Account Balance reflecting in your Account, access to the Platform or access to any Product; and/or take any other action that we consider necessary, desirable or prudent, where we consider such action appropriate in light of any actual, potential, proposed, threatened or anticipated change in law, regulation, taxation, regulatory stance, enforcement position, supervisory communication or market condition, including any statement, guidance, direction, order, circular, consultation, investigation or action by SEBI, RBI, the Government of India, FIU-IND, any tax authority, any court or any other competent authority.

4.11We do not represent or warrant that any Product or Service will continue to be available on the Platform for any period of time. We may, at our sole discretion, suspend, restrict, delist, discontinue, modify or cease support for any Product or Service at any time, with or without prior notice, subject to Applicable Law.

4.12You agree that we and the Associated Parties shall not be responsible or liable for any loss, damage, cost, expense, claim, tax consequence, reporting consequence, loss of opportunity, loss of profits, loss of premium, trading loss, capital loss, diminution in value, inability to enter into or exit a position, compulsory closure or transfer of positions, restriction on withdrawal or utilisation of funds, invalidation or voiding of transactions, or any other direct, indirect, incidental, special, consequential or punitive loss arising out of or in connection with any action taken or omitted to be taken under Clause 4.10, except to the limited extent, if any, expressly required under Applicable Law.

4.13Settlement Services

The user acknowledges and agrees that ALSD Technologies Private Limited acts as principal and is the contractual counterparty to Trades entered into by the user through the Platform. ALSD may use affiliates, liquidity providers, brokers, settlement participants, banking service providers or other third parties to hedge, manage, execute, settle, close out, liquidate or otherwise support its own exposure or obligations arising from such Trades. Such arrangements are between ALSD and the relevant third party and do not make that third party the user’s contractual counterparty unless expressly stated otherwise. ALSD’s role as counterparty and its related hedging, pricing, liquidity, execution, settlement, liquidation and risk-management activities may create actual or potential conflicts of interest. We shall seek to manage such conflicts in accordance with Applicable Law, these Terms and our applicable policies. We do not guarantee uninterrupted liquidity, execution, settlement or the availability of any third-party liquidity provider or hedging venue.

4.14Market Disruptions and Trade Corrections

4.14.1Market Disruption Events

(a)If we determine that a market disruption event, system error or malfunction, technical issue, pricing error, liquidity issue, market data error, manipulation event, force majeure event, manifest error or other exceptional circumstance has occurred or is likely to occur, we may take any action we reasonably consider necessary (in our sole and absolute discretion) to protect the orderly operation of the Platform and preserve market integrity, including but not limited to making Fill Adjustments or cancelling, amending, reversing, voiding, adjusting or closing any Order, Trade, Position, settlement, transfer or transaction.

4.14.2Fill Adjustments

(a)A "Fill Adjustment" means any correction, amendment, annulment, cancellation, reversal or adjustment made by us to a fill, fill price, fill quantity, Order, Trade, Position, settlement, balance, fee, rebate, incentive, account record or other Platform record.

4.14.3Fill Adjustments and Trade Corrections

We reserve the right to make a Fill Adjustment at any time where we reasonably determine (in our sole and absolute discretion) that

(a)it is necessary due to a Market Disruption Event, technical issue, system error, pricing error, settlement error, incorrect account entry, erroneous execution, manifest error, regulatory requirement, Applicable Law, any interruption, malfunction or failure of any execution, settlement, communication, matching, pricing, risk management or other system or process; or

(b)a Trade that satisfies any mis-trade criteria as per any policy or procedure adopted by us from time to time; or

(c)a Trade executed using the proceeds, profits or benefits arising from an annulled, cancelled, reversed or voided Trade; or

(d)a Trade, Order or Position that we reasonably determine to be fraudulent, manipulative, abusive or disruptive to the Platform, other users or market integrity, or otherwise in breach of these Terms, any applicable Platform rules, policies, procedures, guidelines or Applicable Law; or

(e)any Order, Trade or Position that we reasonably determine resulted from unauthorized access to, or compromise of, an Account; or

(f)where we reasonably determine that such Fill Adjustment is necessary to protect users, the Platform, the Services or market integrity; or

(g)any other operational, compliance or risk management reason.

No statement, confirmation, communication, account record or apparent acceptance by us, and no settlement, closure, cancellation, completion or liquidation of any Order, Trade or Position, shall prevent or limit our right to subsequently conduct a Fill Adjustment.

4.14.4Audit and Reconciliation

(a)We may, at any time, conduct audits, reconciliations, reviews or recalculations relating to any activity, transaction or record on the Platform and may make any resulting Fill Adjustment where we reasonably determine that such adjustment is necessary.

4.14.5Effect of Fill Adjustments

(a)A Fill Adjustment may affect your fills, fill prices, fill quantities, Orders, Trades, Positions, Account Balance, Customer Amounts, profit or loss, margin balances, settlement amounts, fees, rebates, incentives, account records or other information relating to your Account. A Fill Adjustment may also result in liquidation, reduction or closure of Positions, cancellation of Orders, withdrawal restrictions or other risk management actions. We shall not be liable for any loss, cost or damage arising from any Market Disruption Event, trading suspension, trading restriction, Fill Adjustment or other action taken by us in this regard.

4.14.6Recovery and Set-Off

(a)If a Fill Adjustment results in any amount becoming due from you to us, or if you receive any amount, credit, rebate, incentive or other benefit in error, you shall promptly repay such amount upon demand. We may recover, deduct, set-off or claw back such amount from your Account, Account Balance, Customer Amounts or any amounts otherwise payable to you.

4.14.7Finality and Abuse of Errors

(a)Any Fill Adjustment made by us in accordance with these Terms shall, except in the case of manifest error by us, be final and binding. If we reasonably determine that you have knowingly exploited a technical issue, pricing anomaly, system error or other malfunction, we may reverse any resulting benefit, restrict your Account or take any other action permitted under these Terms.

4.15INR Deposits, Account Balances and Banking Arrangements

4.15.1The Banking Arrangements relate solely to INR. When you make a Deposit, INR is transferred into a current bank account maintained in the name of ALSD Technologies Private Limited with a regulated bank in India. We then record the corresponding amount as your Account Balance in our books and records. Our Bank Account is not a bank account opened or maintained in your name, and we do not represent that deposited INR is held in a segregated client account, escrow account or trust account unless we expressly notify you otherwise in writing. We do not disclose the identity of our banking partners except where required by Applicable Law.

4.15.2Deposits and Withdrawals are available only in INR. You must not attempt to deposit, send, request, receive or store any other currency or asset through the Platform. Mochatrade does not provide users with wallets or spot-asset custody services.

4.16Product Specifications, Trading and Pricing

4.16.1The contract size, quote unit, order types, time-in-force, trigger-price basis, margin mode, leverage limits, initial and maintenance margin, liquidation and Auto-Deleveraging rules, funding methodology and intervals, trading hours and settlement rules applicable to a Product will be specified on the Platform. This includes any adjustment for a stock split, dividend, merger, other corporate action or delisting, where relevant. You must review the applicable specifications before placing an Order. Customer margin, funding and settlement amounts are accounted for in INR using Clause 10.2. A Binance quote denominated in USDT does not entitle or require you to deposit, own, receive or withdraw USDT through Mochatrade.

4.16.2Our current pricing and hedging arrangements use Binance futures markets. We use the corresponding Binance contract’s market, index and mark-price data, as applicable under the Product specifications published on the Platform. The last traded price, index price and mark price may differ. Execution depends on available liquidity and may involve slippage or partial execution. A stop-loss, take-profit or other conditional Order is triggered according to its published trigger-price basis; it does not guarantee execution or execution at the trigger price. Trading on Mochatrade remains a Contract with ALSD under Clause 4.13 and does not create a customer Binance account or a direct contractual claim against Binance.

4.16.3Funding payments, where applicable, are separate from trading Fees and may be payable or receivable at the published intervals. Margin must satisfy the applicable Product requirements. If those requirements are not met, we may cancel Orders and reduce or liquidate Positions under the published rules without a separate margin-call notice. Liquidation may occur while the underlying stock or commodity market is closed. Binance’s hedging, margin and liquidation rules do not automatically determine the rules of your Mochatrade Account.

4.17SMS communications. Where you provide your phone number and request a verification code, we may send a one-time verification SMS and related transactional messages. Message frequency depends on your activity. Message and data rates may apply. You can request SMS opt-out or help by contacting [email protected]. Where reply handling is enabled for the sender, reply STOP to opt out or HELP for help. Requesting a verification code does not by itself provide consent to marketing or promotional SMS.

5. Records and Evidence

5.1Our books, records, system logs, electronic records, ledger entries, account statements and other records maintained by us shall be conclusive evidence of all matters relating to the Platform, Services, Accounts, Orders, Trades, Positions, deposits, withdrawals, settlements and other activities conducted on or through the Platform, except in the case of manifest error.

5.2Notwithstanding the foregoing, all books, records, system logs, electronic records, ledger entries, account statements and other records maintained by us shall remain subject to audit, reconciliation, verification and any necessary corrections in consonance with these Terms. Any discrepancy, error, omission, miscalculation or other irregularity identified by us may be corrected by us at any time through a corresponding correction or Fill Adjustment in accordance with these Terms.Any resulting correction, reconciliation or Fill Adjustment shall be final and binding in accordance with these Terms.

6. Account

6.1In 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.

6.2If 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.

6.3If you are an individual user, to be eligible to open an Individual Account, you must satisfy all the following eligibility criteria (“Individual Eligibility Criteria”):

(a)you are of legal age to form a binding contract (i.e. at 18 (eighteen) years of age or above);

(b)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;

(c)you have reviewed the Risk Disclosure Statements in Appendix - I in full and understand the risks of trading in the Product and using the Services;

(d)you have not been previously suspended or removed from using our Services;

(e)are a resident of India and you do not reside in a Restricted Jurisdiction.

(f)you must not:

(f).1be currently under actual or threatened investigation, inquiry, or audit by any government authority in relation to any potential offence involving fraud, bribery, corruption, tax evasion, money laundering, terrorist financing or dishonesty;

(f).2have been convicted of or pleaded guilty to an offence involving fraud, bribery, corruption, or dishonesty under the Applicable Laws;

(f).3have been listed by any government agency or non-governmental organisation as debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for procurement programs;

(f).4be bankrupt or have previously applied for bankruptcy or have any order(s) passed by governmental, regulatory or judicial authority accepting any petition to declare you a bankrupt;

(f).5be a Sanctioned Person; and

(f).6be a person who is restricted from opening or holding an Account and/or using the Services as determined by us (in our sole and absolute discretion) (in our sole and absolute discretion) or in accordance with Applicable Laws;

(g)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;

(h)your use of the Platform, Account and the Services does not constitute a breach of any Applicable Laws;

(i)you are acting of 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;

(j)you are entering into these Terms as principal and not as agent or proxy of any person or entity;

(k)you have not been previously prohibited from accessing or using any of our Services; and

(l)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.

6.4If you are an Institutional user, to be eligible to open an Institutional Account, you must satisfy all the following eligibility criteria (“Institutional Eligibility Criteria”):

(a)you:

(a).1must 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;

(a).2must have duly appointed each of your Authorised Representatives to act on behalf of the company, partnership, firm, society, trust, co-operative society; and

(a).3must 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;

(b)each of your Authorised Representatives must be:

(b).1above the legal age of majority in your relevant jurisdiction(s);

(b).2duly authorised by you to enter into, and perform, the obligations contemplated by these Terms;

(c)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;

(d)you have reviewed the Risk Disclosure Statements provided 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);

(e)you and each of your Authorised Representatives must not:

(e).1be currently under actual or threatened investigation, inquiry, or audit by any government authority in relation to any potential offence involving fraud, bribery, corruption, tax evasion, money laundering, terrorist financing or dishonesty;

(e).2have been convicted of or pleaded guilty to an offence involving fraud, bribery, corruption, or dishonesty;

(e).3have been listed by any government agency or non-governmental organisation as debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for procurement programmes;

(e).4be bankrupt, insolvent, or under administration or have previously applied for the same or have order(s) passed by governmental, regulatory or judicial authority accepting any petition to declare you a bankrupt;

(e).5be (or have received any oral or written notice from any government or Governmental 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);

(e).6be a Sanctioned Person;

(e).7be a person restricted from using our Services in accordance with Clause 4.7; and

(e).8be a person who is restricted from opening or holding an Account and/or using the Services as determined by us (in our sole and absolute discretion) or in accordance with Applicable Laws;

(f)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;

(g)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;

(h)you are acting of 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;

(i)you are entering into these Terms as principal and not as agent or proxy of any person or entity;

(j)you and each of your Authorised Representatives have not been previously prohibited from accessing or using any of our Services; and

(k)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.

6.5By registering to open an Account, you represent, warrant and undertake that:

(a)you satisfy the eligibility criteria in full, as applicable;

(b)you have accepted these Terms; and

(c)any and all information you provide to us in connection with the Account is (and will be) true, accurate, complete and correct;

(d)In case of any change in the information provided by you to us in connection with the Account, you shall promptly update us with such changes and any such information provided by you is (and will be) true, accurate, complete and correct.

6.6For 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 Aadhaar, or a driving licence, passport or voter ID if Aadhaar is not provided, a live selfie with liveness check, PAN and User Bank Account details 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. User 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. For registration using an e-mail address, the e-mail address would then be verified by sending a one-time password to your e-mail address. Google or Apple sign-in is authenticated through the relevant provider’s sign-in flow. Once the e-mail is verified, your Account will be created.

6.7Subject to completion of your KYC and approval of your User 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 11.12 for individuals and Clauses 11.13 to 11.15 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.

6.8We 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 you complete the KYC Requirement.

6.9We will rely on your representations, warranties, undertakings and information set out in Clause 6.3 and Clause 6.4 if we open an Account for you. The user agrees to fully indemnify us for any regulatory penalties, legal costs, damages or operational losses incurred due to inaccurate, falsified, or misleading information provided during onboarding.

6.10We may refuse to open an Account for you at our sole and absolute discretion and do not have to provide reasons for doing so.

6.11We may refuse, suspend, restrict, limit or terminate any Account, Order, Trade, Position, transaction, Product or Service where we determine, in our sole and absolute discretion, that such activity may expose us, our affiliates, counterparties, service providers, Banking Service Providers, users or the Platform to Sanctions risk, AML/CFT risk, fraud risk, financial crime risk, reputational risk, legal risk, regulatory risk or any other risk that we reasonably consider unacceptable.

6.12We 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.

6.13We may, at our sole and absolute discretion, impose additional eligibility, risk assessment, financial threshold, documentation, acknowledgement, consent, KYC, AML/CFT, tax, residency, investor-category or other requirements in relation to any Product or Service, including where we consider such requirements necessary, desirable or prudent in light of any Regulatory Change. We may refuse, suspend, restrict or terminate access to any Product or Service if you fail to satisfy such requirements or if we determine that continued access may expose us, you, other users, the Platform or the Exchange to legal, regulatory, tax, operational, market integrity or reputational risk.

6.14If an Account remains inactive for such a period as may be determined by us (in our sole and absolute discretion), we may classify the Account as dormant and impose additional verification requirements, restrictions or administrative measures before permitting further access or transactions.

7. Account Usage

7.1After 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.

7.2In 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 except for Account records required for verifying or auditing your Account under Applicable Law or upon our request. This exception does not permit disclosure of passwords, one-time passwords or other authentication secrets. 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.

7.3You 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.

7.4You retain the rights and entitlements in the INR amount reflected as your Account Balance, subject to these Terms. Deposited INR is held through bank account(s) maintained with regulated bank(s) in India, and we record and administer the corresponding Account Balance and payment instructions in connection with the Services. 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 in your Account 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 26.

7.5If you are a Politically Exposed Person (“PEP”), or become a PEP after opening an Account, you must promptly disclose such status to us and provide any additional information or documentation that we may require. We may apply enhanced due diligence measures, impose additional conditions or restrictions, refuse to open an Account, suspend, restrict or terminate any Account, Product or Service, or take any other action that we consider necessary (in our sole and absolute discretion) to comply with Applicable Laws, our internal policies or risk management requirements. We may conduct sanctions, watchlist, PEP and other compliance screenings on an ongoing basis and may take any action we deem necessary in connection with the results of such screenings.

7.6At 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.

7.7You 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.

7.8A 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). Failure to notify us within such period shall constitute your acceptance of the relevant record. However, we may still review, verify, correct or adjust such records in accordance with these Terms.

7.9You understand and agree that communications with you may be made using your registered email address or telephone number, including by telephone, SMS or WhatsApp, or through Platform notifications. 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.

7.10The details maintained by us shall be the authoritative record of INR amounts credited to, debited from or otherwise associated with your Account.

7.11We may appoint, use, replace or remove Banking Service Providers at our discretion. You acknowledge that the use of Banking Service Providers may expose Customer Amounts to operational, insolvency, cyber, legal, regulatory, banking, settlement, counterparty and other risks. We shall remain responsible only to the extent expressly required by Applicable Law and these Terms, and shall not be liable for any act, omission, insolvency, failure, delay, freeze, outage, cyber incident, security breach, misconduct, regulatory restriction, Regulatory Change or other event affecting a Banking Service Provider except to the limited extent expressly required by Applicable Law.

8. Security

8.1You 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.

8.2Whether 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 are also responsible for maintaining adequate security and control of any login ID, password, or other credential or procedure used to access the Account, the Platform or the Services. 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. Any instruction, transfer, withdrawal, trade, order, settlement or other activity initiated through your Account credentials or required authentication procedures shall be deemed authorized by you, whether or not actually authorized, unless and until we have received notice and had a reasonable opportunity to act on such notice. You must let us know immediately if an unauthorised person is accessing or using your Account in the manner prescribed under Clause 35.

8.3We 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.

8.4If 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 to you for any direct or indirect monetary and/or non-monetary losses incurred by you.

8.5You 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:

(a)upon any changes to your registered email address associated with your Account;

(b)upon any breach or compromise of security affecting your Account credentials, access to your Account, your registered email address associated with your Account;

(c)any breach, change or blockade in either your User Bank Account;

(d)if any person other than you has access to or uses your Account;

(e)if you become aware of any unauthorised use of your Account; or

(f)upon any other breach of security regarding your Account.

8.6We have the right to restrict the use of your Account, in our sole and absolute discretion:

(a)upon your request;

(b)if we believe you have forgotten or lost your Account information;

(c)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

(d)if we believe you have provided false information until such time as we can verify your identity or any other relevant information.

8.7Upon 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.

8.8We may implement security procedures, including withdrawal limits, transaction screening, delayed withdrawals, manual reviews, sanctions screening, source-of-funds checks and other controls. We may suspend, delay, reject, reverse where possible, or subject to enhanced review any deposit, withdrawal, transfer or settlement where we consider such action necessary, desirable or prudent (in our sole and absolute discretion) for security, compliance, operational, fraud-prevention, AML/CFT, sanctions, tax, banking, settlement or risk-management reasons. We shall not be liable for any loss arising from any such security procedure or delay, except to the limited extent expressly required by Applicable Law.

9. Account Suspension, Termination or Closure

9.1Nothing in this Clause 9 shall limit any rights we have under any applicable Platform policies, procedures, guidelines, notices 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.

9.2You are entitled to terminate the Services with us by sending an email to the address provided in Clause 35. 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 Balance, 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.

9.3You 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.

9.4Subject to Clause 9.9 and without prejudice to any other rights available to us under these Terms, the Platform policies, or Applicable Law, we may suspend, restrict, limit, terminate, or close your Account and/or all Accounts operated 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”), and may suspend, restrict, discontinue, or terminate all or any part of the Services, as follows:

(a)We may take any such action immediately, without prior notice and without being required to provide reasons, where we determine, in our sole discretion, that such action is necessary or prudent to address or mitigate: (i) any actual, suspected, or potential breach of these Terms, the Platform policies, or Applicable Law; (ii) any sanctions, anti-money laundering, counter-terrorist financing, fraud, market abuse, cybersecurity, operational, reputational, regulatory, enforcement, or legal risk; (iii) any unlawful, abusive, manipulative, or unauthorized activity; (iv) any misrepresentation, failure to provide information, or failure to complete or refresh KYC, due diligence, or other eligibility requirements; (v) any security incident, compromise of credentials, or risk to the integrity, security, or lawful operation of the Platform; or (vi) any order, direction, requirement, request, or action of a Governmental Authority.

(b)Where termination or suspension, is required or considered necessary or prudent by us due to any Regulatory Change, we may take such action by giving the minimum prior notice, if any and to the extent reasonably practicable, required under Applicable Law. If Applicable Law does not prescribe any minimum notice period, or if immediate action is required or prudent having regard to the relevant Regulatory Change, we may take such action immediately and without prior notice.

(c)In all other cases, we may terminate or close your Account or any Related Account, or discontinue the Services, at our sole discretion at any time and without assigning any reasons.

9.5Where prior notice is given under Clause 9.4(b), you will be able to, close your open positions and withdraw any available Account Balance from your Account to the User Bank Account.

9.6Upon action being taken under Clause 9.4, we may, without any notice, cancel pending orders, suspend trading or withdrawals, close out, liquidate, settle, transfer, restrict, or otherwise terminate any open positions, and return any remaining available Account Balance, after deduction or set-off of all fees, charges, losses, liabilities, taxes, duties, penalties, costs, claims, negative balances, margin shortfalls, or other amounts due or payable to us or required to be withheld, blocked, frozen, or retained under Applicable Law or by any competent authority.

9.7To the maximum extent permitted under Applicable Law, we shall not be liable for any loss, damage, cost, expense, loss of profit, loss of opportunity, price movement, slippage, liquidation loss, funding cost, tax consequence, or other adverse consequence arising out of or in connection with any suspension, restriction, termination, account closure, cancellation of orders, closure or liquidation of positions, discontinuance of Services, or delay, withholding, blocking, freezing, or refusal of withdrawals or return of Account Balance under Clause 9.4 or this Clause 9, except to the extent directly caused by our fraud or wilful misconduct.

9.8Within 2 (two) days of receipt of intimation, you shall send us your User Bank Account where we will transfer your Account Balance. Subject to the conditions specified in Clause 9.9, at time of termination of our Services or the closure of your Account, we shall only be liable to transfer the Account Balance to your User Bank Account.

9.9Without 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:

(a)restrict further Deposit(s) and/or Withdrawal(s) in respect of your Account;

(b)restrict the placement of Orders, or Trades through the Exchange (including a ban on the placement of new Orders);

(c)place restrictions and limits on the risk, trading and positions on your Account (including limits on any increase in position size);

(d)cease to provide you with and/or restrict your access to and use of any or all of the Services;

(e)restrict or cease any features, rights and privileges granted or provided to you;

(f)reject or cancel or terminate any instruction/Order (as the case maybe);

(g)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);

(h)deduct any amounts owing to us under these Terms (including any amounts which we consider having arisen from any Account Breach), from your Account Balance and you authorise us to deduct such amounts without further notice to you;

(i)deal with any of your available Account Balance in the following manner:

(i).1transfer to you all the available Account Balance (after subtracting any amount owing to us or otherwise deductible in accordance with these Terms):

(i).1.1to a User Bank Account provided by you; or

(i).1.2to any other alternate User 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 User Bank Account.

(i).2where we reasonably believe we are prohibited from transferring to you any or all the available Account Balance due to Applicable Laws or our policies and procedures, we may take any action to segregate or restrict Withdrawal of the Account Balance until it can be released in accordance with Applicable Laws or our policies and procedures;

(j)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 law enforcement agency, government, court or regulator or in compliance with Applicable Laws;

(k)conduct an investigation into or review of any matters we deem appropriate or necessary in our sole and absolute discretion;

(l)restrict access to the Products;

(m)disable access to, or close, your Account;

(n)take any other action which we reasonably deem to be appropriate or necessary in our sole and absolute discretion;

(o)modify, suspend, restrict, discontinue, terminate, close out, liquidate, settle, cancel, reverse, offset, transfer or otherwise deal with any Product, Order, Trade or Position in light of any Regulatory Change or potential Regulatory Change; or

(p)take any action that we consider necessary, desirable or prudent (in our sole and absolute discretion) to mitigate or address any legal, regulatory, tax, operational, settlement, liquidity, counterparty, or other risk arising out of or in connection with any Product, Service, Account due to any Regulatory Change.

9.10We 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 Balance but restrict you from placing new Trades through the Platform.

9.11We 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 9 of these Terms. 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.

9.12Our 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.

9.13An “Account Breach”occurs when we, at our sole and absolute discretion, determine:

(a)you breach or fail to perform or observe these Terms, guidebook, rules or any other terms incorporated by reference in or to these Terms or applicable to you in respect of the Account or the Services;

(b)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);

(c)you breach any of other instructions provided on the Platform;

(d)you breach any Applicable Laws;

(e)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;

(f)a government, regulator, judicial or other authority requests or requires us to take any action in respect of your Account;

(g)you apply for bankruptcy, insolvency or administration or such similar event has occurred or been declared;

(h)an action, suit or procedure has been commenced against you or your assets;

(i)you make a misrepresentation to us or provide us with any false or misleading information;

(j)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;

(k)you do not meet or stop meeting any or all the eligibility criteria;

(l)you are not able to give the representations and warranties or any of the representations and warranties set out in Clause 12 of these Terms become untrue;

(m)you are or become a Sanctioned Person;

(n)you are a person restricted from using our Services in accordance with Clause 4.7;

(o)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;

(p)the person operating the Account is not authorised by or is not the true owner of the property connected with the Account;

(q)it is necessary to take action against your Account in order to protect you, our other users or ourselves;

(r)any Product or Service, is alleged to be, or may in our view become subject to any Regulatory Change;

(s)SEBI or any other competent authority characterizes, classifies, alleges, asserts, investigates, regulates or proposes to regulate any Product, referenced VDAs, Service, the Platform or the Exchange as or in relation to securities, derivatives, commodity derivatives, financial products, regulated instruments or otherwise;

(t)we consider that continued operation of your Account, Related Account, Orders, Trades, Positions or access to any Product may expose us, you, other users, the Platform or the Exchange to legal, regulatory, tax, operational, settlement, liquidity, counterparty risk; or

(u)We consider it necessary, desirable or prudent to take action to preserve the integrity, legality, continuity, orderly functioning or risk management of the Platform, the Exchange, any Product or any Service.

9.14You 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 or any Related Account 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.

9.15If we suspect that an Account or Related 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 that an Account or Related Account has committed an 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 9.4 and 9.8, you shall not be entitled to access, or withdraw your Account Balance during the course of such investigation as purported under this Clause 9.15.

9.16Subject 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, for the duration prescribed under the Applicable Laws and for any longer period required or permitted under Applicable Laws for the purposes described in the Privacy Policy. We subsequently reserve the right to share it pursuant to any order or request from a law enforcement agency, government, court, judicial authority or regulator or in compliance with Applicable Laws.

9.17In 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 35.

10. Deposits, Withdrawals, Transfers And Banking Arrangements

10.1We only allow the use of INR to trade Products on the Exchange and avail any Services on the Platform.

Deposits

10.2We will provide your Account an option to deposit a sum 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 the predetermined USD-INR conversion rate set by us and published on the Platform, unless otherwise restricted under these Terms or under Applicable Laws. Any such ledger balance is subject to confirmation, transaction screening, reconciliation, banking and risk controls and our internal records. We may change this predetermined rate from time to time; the applicable rate and any change will be published on the Platform. USD-equivalent balances, Product quotes, margin, profit or loss, funding and other trading amounts are calculated using that rate where applicable. Your funds and Account Balance are maintained in INR, and your Deposits, Withdrawals and settlement are in INR; a USD-equivalent display does not itself involve conversion of customer funds into USD or USDT.

10.3In 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 User Bank Account to Our Bank Account (each such transfer, a “Deposit”).

10.4When we receive your Deposit in Our Bank Account, we will update our ledger after verifying your Deposit within 5 (five) business days to reflect this transaction. You agree that we will have operational control and authority to administer, update our ledger, apply, set off, debit, credit, block, freeze, transfer or return the Deposit in accordance with these Terms and Applicable Law.

10.5When we determine that such transfer is effective, your Account Balance will be credited in INR, with any USD-equivalent display calculated at the predetermined USD-INR conversion rate described in Clause 10.2, to reflect the amount of the monies deposited by you. With every transfer your Account Balance will be increased by the amount of such Deposit. Prior to updating your Account Balance, we may charge a deposit fee, where specified in the published Fee Schedule, for our Service we offer on the Platform on every Deposit that you make from your User Bank Account to Our Bank Account, which shall be inclusive of GST. Your Account Balance that you see in your Account shall be the difference between the monies that you Deposit from your User Bank Account to Our Bank Account and the deposit fee (including GST).

10.6Immediately prior to each such transfer, you represent and warrant that:

(a)you are the legal and beneficial owner of any and all Deposits that you transfer to Our Bank Account from your User Bank Account; and

(b)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.

10.7You 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 update your Account Balance, in circumstances where:

(a)the Deposit has been transferred to the wrong a bank account;

(b)the Deposits to Our Bank Account are made from any other bank account other than your User Bank Account; or

(c)where there is failure to transfer the Deposit to Our Bank Account.

Pursuant to sub-clause (b) of this clause 10.7, any Deposit actually received from a bank account other than your verified User Bank Account will be returned to the originating bank account in accordance with Clause 10.16, subject to Applicable Laws, verification and any lawful banking or regulatory hold.

Withdrawals

10.8You may withdraw your available INR balance 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 neither 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 INR balance from your available Account Balance (a “Withdrawal”), you must provide an appropriate User Bank Account for the transfer of the amount of INR balance from Our Bank Account to User Bank Account. When we determine that your instruction is valid, we will deduct from your Account Balance the amount set out in your instruction; when such deduction has occurred, we then transfer an equivalent amount of INR balance to your User 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.

10.9Notwithstanding anything to the contrary in these Terms, any Withdrawal is subject to Applicable Laws, available Account Balance in your Account, margin, liquidation, settlement and risk-management requirements, all Fees, taxes, deductions, withholdings, chargebacks, reversals, recalls, liens, set-off and other amounts due or potentially due to us or any Associated Party, and any restriction, hold, freeze, direction, order or limitation imposed by any Governmental Authority, bank, payment service provider, Banking Service Provider or Applicable Law. We may withhold, deduct, set off, delay, restrict or decline any Withdrawal, in whole or in part, including where any amount is pending, disputed, contingent, subject to investigation, litigation or other proceedings, or otherwise payable under these Terms.

10.10In relation to the User Bank Account you provide to us and/or save and register with your Account:

(a)you represent and warrant that the User Bank Account you provide is your own and that you have full control over that bank account;

(b)you agree that it is your responsibility entirely to provide us with correct Withdrawal details including your User Bank Account and we have no liability should you not receive the Account Balance withdrawn due to you providing incorrect or out-of-date details; and

(c)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.

10.11In situations where you wish to make a Withdrawal and due to a Force Majeure event prescribed under Clause 26 or any other event you are not able to make such Withdrawal of the amount reflected as your Account Balance from your Account to your User Bank Account, we will endeavor to dispense your Withdrawals to your alternate User Bank Account provided by you. However, you shall bear the risk of all losses that are incurred because of inability to make the Withdrawal your Account Balance from your Account to your User Bank Account.

10.12We 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 within any defined timeframe except as stated in the Withdrawal Policies and these Terms. 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.

10.13Notwithstanding anything contained in Clause 10.12, 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, law enforcement agencies, 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 10.12. Your Withdrawal shall only be processed once the RBI, law enforcement agency, 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

10.14The INR balance, including any Deposits, forming part of your Account and as reflected in the Account Balance is a non-interest-bearing amount recorded in our books for use of the Services. The Banking Arrangements are for Deposits, Withdrawals and settlement in connection with the Services and are not offered as payment services between users or to third parties.

10.15The Deposits credited as Account Balance are non-interest-bearing amounts paid in advance for use of the Services, subject to their treatment under Applicable Law. Except as otherwise permitted by the Platform, no interest will be paid on any Deposits that you make in your Account.

10.16We may not process Withdrawals to any other bank account except for what you provide as the User Bank Account. We shall not accept any Deposits from you except as transferred by you from the User Bank Account. For the avoidance of doubt, any monies sent to us in Our Bank Account by you which is not from your User Bank Account shall be refunded to the originating bank account within 7 (seven) business days, subject to Applicable Laws, verification and any lawful banking or regulatory hold, minus any applicable processing or withdrawal fees disclosed in the Fee Schedule.

10.17Without prejudice to any other provision of these Terms, you acknowledge and agree that any Regulatory Change may result in restrictions, delays, suspensions, holds, segregations, freezes or other limitations on Deposits, Withdrawals, utilisation of Account Balance, settlement proceeds, margin, collateral, open Positions or related amounts. We shall not be liable for any losses, damages, costs, tax consequences, reporting consequences, loss of opportunity, loss of profits, loss of premium, trading losses or other liabilities arising out of or in connection with any such restriction, delay, suspension, hold, segregation, freeze or limitation, including where such action is taken by us in anticipation of, or in response to, any Regulatory Change or potential Regulatory Change.

10.18We may restrict, prohibit, screen, delay or reject deposits or withdrawals involving bank accounts or payment instruments not held in your own name, sanctioned persons, or sources that we consider high-risk. You must not use the Banking Arrangements in any manner that violates Applicable Laws, sanctions, AML/CFT requirements, or our internal policies.

10.19We may freeze, hold, restrict or decline to process any Customer Amounts, deposit, withdrawal, transfer, settlement or transaction if we determine that such action is necessary, desirable or prudent in our sole and absolute discretion) under Applicable Laws, a court order, governmental direction, regulatory request, Banking Service Provider requirement, sanctions screening, AML/CFT review, tax review, fraud review, security review, dispute, suspected Account Breach or operational incident. We shall not be liable for any loss arising from any such freeze, hold, segregation, restriction or refusal, except to the limited extent expressly required by Applicable Law.

10.20We may engage one or more Banking Service Providers to provide all or any part of the Banking Arrangements and may change, replace or appoint additional Banking Service Providers from time to time without any prior notice to you.

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

KYC

11.1We will conduct due diligence during Account opening and from time to time afterwards in order to comply with our “know-your-customer”, AML/CFT and/or 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 requirements at any time at our sole and absolute discretion without prior notice to you. Our current KYC process uses HyperVerge for identity verification, a live selfie with liveness check and bank verification, and Digitap for PAN verification. KYC records held in our core systems are stored in India, with PII encrypted. Verification-partner processing and other uses of personal data are described in our Privacy Policy.

11.2You 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 provide your consent to 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 us, or any third party engaged by us, 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 as necessary for verification and compliance, subject to Applicable Laws and the Privacy Policy, including your KYC details, including but not limited to (a) Aadhaar information, where voluntarily provided, or driving licence, passport or voter ID details if Aadhaar is not provided, (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 (in our sole and absolute discretion) 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. 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.

11.3In 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 may include, but not be limited to:

(a)undertaking your identity verification before such transaction as specified above;

(b)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

(c)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 as required under the Applicable Laws, and for any longer period required or permitted under Applicable Laws for the purposes described in the Privacy Policy.

Anti-Money Laundering and Counter the Financing of Terrorism

11.4In order to 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.

11.5We shall maintain records of all transactions on the Platform, including Trades, Deposits, Withdrawals, margin movements, funding, Fees and settlements, for at least 5 (five) years from the date of the transaction, and for any longer period required under Applicable Laws. These records must enable individual transactions to be reconstructed. Suspicious or attempted transactions and related reports will be recorded and reported where required under Applicable Laws, regardless of value.

We shall maintain a record of documents evidencing your identity as well as account files and business correspondence relating to you for at least 5 (five) years after the business relationship has ended or your Account has been closed, whichever is later, and for any longer period required under Applicable Laws.

Sanctions

11.6You 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.

11.7We 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. 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.

11.8Notwithstanding any other provision in these Terms, if we determine (in our sole and absolute discretion) 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.

11.9If 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.

11.10We 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 11.

Identity verification and due diligence

11.11While 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:

(a)offline verification under the Aadhaar (Targeted Delivery of Financial and other Subsidies, Benefits and Services) Act, 2016; or

(b)any valid documents or modes of identification as notified by the Government of India from time to time.

11.12If you are an individual, you would be required to submit the following document to us:

(a)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 a driving licence, passport or voter ID if Aadhaar is not provided, verified through a method permitted under Applicable Laws;

(b)PAN or the equivalent e-document thereof, which must be verified.

(c)User Bank Account details including the account holder’s name and other particulars such as branch details (including IFSC code).

(d)Self-certification containing (i) full name; (ii) residence address; (iii) country(s) or territory(s) of residence for tax purposes; (iv) TIN, if available, for each country or territory in which you are resident for tax purposes, or the reason for non-availability; and (v) date of birth.

(e)a live selfie with liveness check and face comparison for identity verification; and

(f)KYC capture date and time, IP address and latitude/longitude, together with gender, nationality, occupation and income range.

11.13If you are a company, you would be required to submit the following documents (or equivalent e-documents) to us:

(a)Certificate of incorporation;

(b)Memorandum of association and articles of association;

(c)PAN;

(d)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 11.11.

(e)board resolution authorising the Authorised Representative(s) accessing the Account on the Platform on the company’s behalf.

(f)User Bank Account details including the name of all the beneficiaries and other particulars such as branch details (including IFSC code).

(g)Self-certification containing (i) legal name; (ii) address; (iii) country(s) or territory(s) of residence for tax purposes; (iv) TIN, if available, for each country or territory in which the company is resident for tax purposes, or the reason for non-availability; (v) where applicable, details of each Controlling Person of the company, unless such information has already been provided through applicable AML or KYC procedures.

For the purposes of (g), the details of each Controlling Person shall include the information required from an individual under 11.12(d).

11.14If you are a partnership/limited liability partnership (“LLP”), the partnership is required to submit the following documents (or equivalent e-documents) to us:

(a)Certificate of registration;

(b)Partnership Deed;

(c)PAN;

(d)names of all the partners and the relevant identification details of such partners as prescribed under Clause 11.11;

(e)address of the registered office, and the principal place of its business, if they are different;

(f)resolution of partner authorising the Authorised Representative(s) accessing the Account on the partnership firm’s behalf.

(g)User Bank Account details including the name of all the beneficiaries and other particulars such as branch details (including IFSC code).

(h)Self-certification containing (i) legal name; (ii) address; (iii) country(s) or territory(s) of residence for tax purposes; (iv) TIN, if available, for each country or territory in which the partnership/ LLP is resident for tax purposes, or the reason for non-availability; and (v) details of each Controlling Person of the partnership/ LLP, unless such information has already been provided through applicable AML or KYC procedures.

For the purposes of (h), the details of each Controlling Person shall include the information required from an individual under 11.12(d).

11.15If you are a Hindu Undivided Family (“HUF”), then you are required to submit the following information and documents (or equivalent e-documents) to us:

(a)PAN of the HUF;

(b)address of the HUF and supporting address proof;

(c)name of the Karta;

(d)PAN, Aadhaar, photograph, mobile number, email address and income range of the Karta; names of all coparceners or members of the HUF, together with their relationship to the HUF and such identification details, including PAN and Aadhaar, as may be required by us; details of any minor member of the HUF, including full name, date of birth and relationship to the HUF;

(e)declaration of Politically Exposed Person (PEP) or Relative of a Politically Exposed Person (RPEP) status, in such form as may be prescribed by us; declaration deed of the HUF or any other document evidencing the existence and constitution of the HUF;

(f)declaration or undertaking from the Karta authorising the opening and operation of the Account on behalf of the HUF;

(g)User Bank Account details, including the name of the account holder(s) and other particulars such as branch details (including IFSC code). The bank account must be maintained in the name of the HUF and the authorised person operating such bank account must be the Karta.

(h)Self-certification containing (i) legal name, (ii) address, (iii) country(s) or territory(s) of resident for tax purposes, (iv) TIN, if available, for each country or territory in which the HUF is resident for tax purposes, or the reason for non-availability; and (v) details of each Controlling Person of the HUF, unless such information has already been provided through applicable AML or KYC procedures.

For the purposes of (h), the details of each Controlling Person shall include the information required from an individual under 11.12(d).

(i)We may carry out such verification as we consider necessary to ensure that the bank account(s) provided are eligible to be registered as Whitelisted Bank Accounts in connection with the Account; source of funds declaration and supporting documents in such form as may be prescribed by us from time to time; and such other information, documents, declarations, consents, authorisations or records as we may require for KYC, AML/CFT, sanctions screening, risk management, regulatory compliance or operational purposes.

11.16You may be required to provide us with certain other personal and/ or sensitive personal information from time to time, including, but not limited to:

(a)your name;

(b)address;

(c)telephone number;

(d)email address;

(e)date of birth;

(f)photograph;

(g)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);

(h)registration certificate (if you are a partnership firm/LLP/society/cooperative society);

(i)trust deed (if you are a trust); and

(j)any other information as may be required.

11.17Without prejudice to the generality of this Clause 11, all Banking Arrangements, INR transfers, deposits and withdrawals may be subject to identity verification, source-of-funds checks, bank account ownership verification, sanctions screening, transaction monitoring, enhanced due diligence, suspicious transaction reporting and other checks required or considered appropriate by us (in our sole and absolute discretion), any Banking Service Provider, bank, payment service provider, regulator, governmental authority or Applicable Law. We may decline, delay, freeze, return, reverse where possible, restrict or report any transaction or Customer Amounts where we consider such action necessary, desirable or prudent in our sole and absolute discretion.

12. Warranties and Representations

12.1When 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:

(a)you have read, understood and accepted the Terms and undertake to comply with these Terms (as amended, updated and varied from time to time);

(b)you have read, understood and accepted the Risk Disclosure Statements (as amended, updated and varied from time to time);

(c)you satisfy the eligibility criteria in full and at all times in respect of your Account;

(d)any and all information you provide to us is true, complete and correct;

(e)you are not a resident or representative of an entity in the Restricted Jurisdiction;

(f)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;

(g)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;

(h)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;

(i)the User Bank Account you have provided to us are your own and that you have full control over those bank accounts;

(j)you are aware of the risks using our Platform, including, but not limited to, high volatility risk of referenced VDAs and the fact that you may lose all your Deposits in your Account if the market moves against you;

(k)you will at all times comply with Applicable Laws;

(l)you have knowledge and experience in trading in Products we offer and are aware of the risks related to our Platform and/or Services;

(m)you will not be involved or initiate any form of market manipulation, including wash trading, spoofing orders or otherwise;

(n)the information and documents you provide are correct, genuine and up to date;

(o)you understand and accept that Products, including Contracts, may be subject to uncertain, changing or adverse regulatory treatment and may subsequently be characterised or regulated as securities, derivatives, commodity derivatives, financial products, regulated instruments or otherwise under Applicable Laws;

(p)you have independently assessed and are not relying on us, the Platform, the Exchange or any Associated Party, and will continue to assess, the legal, regulatory, tax, financial and trading risks associated with each Product, Contract and Service, including the risk of Regulatory Change and total capital loss;

(q)you will not assert any claim against us or any Associated Party on the basis that any Product was or was not characterised, classified, treated or regulated as a security, derivative, commodity derivative, financial product, regulated instrument or other regulated product at any time;

(r)you will comply with any additional acknowledgements, disclosures, consents, KYC, margin, reporting, tax or other requirements imposed by us from time to time in relation to any Product or Service arising out of any Regulatory Change or potential Regulatory Change;

(s)any Customer Amounts that you deposit, transfer, hold, trade, settle or withdraw through the Platform are free from any lien, charge, encumbrance or third-party claim, and are not the proceeds of crime or otherwise derived from any unlawful activity;

(t)you will comply with any banking, withdrawal, source-of-funds, bank-account-verification, sanctions, AML/CFT, tax, reporting or other requirements imposed by us from time to time; and

12.2You 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 Governmental 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.

12.3You undertake to notify us immediately if any of the representations or warranties set out in Clause 12.1 becomes untrue, incomplete or inaccurate.

13. Fees

Our current fee schedule is available on the Platform. Unless otherwise stated, the taker fee is 0.05% (5 basis points) and the maker fee is 0.02% (2 basis points). Funding charges, where applicable, are separate from trading fees.

13.1We charge fees (“Fees”) for the use of certain Services. Details of the Fees will be made available via our Platform, including at Fee Schedule, 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.

13.2We have the right to collect Fees from you in any way or form we determine, including but not limited to deducting an amount equivalent to the Fees from your Account Balance, and you hereby authorise us to collect such Fees and deduct from your Account Balance directly.

13.3All Fees paid by you shall be inclusive of applicable taxation, including GST.

14. Tax Responsibilities

14.1You shall be solely responsible for determining, reporting and paying all taxes arising from your use of the Platform, Services, Products, Orders, Trades, Positions, deposits and withdrawals. We do not provide tax advice and shall not be liable for any tax consequences arising from your activities on the Platform.

15. Limitation of Liability and Indemnification

15.1To the maximum extent permitted by Applicable Law, we and our respective directors, officers, employees, agents, contractors and licensors (together, the “Associated Parties”) shall:

(a)not be liable to you for any losses, damages or costs;

(b)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

(c)have no liability and not be responsible in any way for any losses, damages or costs:

(c).1resulting 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 and educational 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;

(c).2to 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;

(c).3arising 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;

(c).4in 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 and/or the Platform, 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

(c).4.1any information or

(c).4.2the transmission or delivery of information;

(c).5arising out of failures of communication, including where:

(c).5.1we do not receive

(c).5.1.1instructions from you through the Exchange and/or the Platform; or

(c).5.1.2any emails, contact form submissions or any other communications (whether electronic or otherwise) from you; or

(c).5.2you are unable to

(c).5.2.1send instructions to us or make Orders, or Trades through the Exchange and/or the Platform; or

(c).5.2.2receive 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;

(c).6for 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.

15.2In no event shall any of the Associated Parties be liable for any:

(a)indirect or consequential loss;

(b)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.

15.3Under no circumstances and under no theory of law (including but not limited to 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 and/or the Platform, 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.

15.4The Associated Parties’ aggregate liability under any theory of law (including but not limited to 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 any other terms incorporated by reference in these Terms.

15.5We or the Associated Parties will not be liable for our failure to perform any obligations under these Terms due to Force Majeure events, as defined in Clause 26. The time provided for performing such obligations (if any, under these Terms) shall be extended by a period equal to the duration of such Force Majeure events.

15.6You agree to waive any statute or doctrine applicable to you which has the effect of excluding you from the scope of a general release of claims.

15.7You agree to indemnify and hold us and the Associated Parties harmless 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:

(a)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

(b)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

(c)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

(d)for any third-party services utilised on the Platform.

15.8We will be entitled to charge your Account for any costs mentioned in clause 15.7 above, without notice, including legal and enforcement related costs that we incur. You agree that where the anticipated or actual actions mentioned in Clause 15.7 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.

15.9We 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 (in our sole and absolute discretion) but are not obligated to do so. You agree to not settle any matter without our prior written consent.

15.10You 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.

15.11To the maximum extent permitted by Applicable Law, we and the Associated Parties shall not be liable for any loss, damage, cost, expense, claim, tax consequence, reporting consequence, loss of opportunity, loss of profits, loss of premium, trading loss, capital loss, diminution in value, inability to enter into, exit or close a position, compulsory closure or transfer of positions, restriction on withdrawal or utilisation of funds, invalidation or voiding of transactions, suspension or cessation of trading, delisting, modification of Product terms, change in margin or settlement methodology, or other liability arising out of or in connection with any Regulatory Change or any action taken or omitted to be taken by us in light of any Regulatory Change or potential Regulatory Change, irrespective of whether such losses were foreseeable by us or any Associated Party.

15.12Without prejudice to the generality of Clause 15.11, you expressly assume all risks, including the risk of loss of capital, compulsory closure, liquidation, transfer, settlement or termination of positions, restrictions on withdrawal or utilization of funds, invalidation or voiding of transactions, tax or reporting consequences and loss of market opportunity, arising out of or in connection with:

any direction, circular, guideline, order, notice, communication, statement or requirement mandating, recommending, expecting or otherwise resulting in the modification, suspension, restriction, delisting, cessation, settlement, closure, transfer, liquidation or termination of trading in any Product, Contract or any Service.

15.13To the maximum extent permitted by Applicable Law, we and the Associated Parties shall not be liable for any loss, damage, cost, expense, claim, loss of opportunity, loss of profits, loss of premium, trading loss, capital loss, diminution in value, inability to enter into or exit a position, liquidation or settlement of positions, pricing and execution impact, settlement delay, settlement failure or other liability arising out of or in connection with the participation by ALSD Technologies Private Limited and/or its designated affiliates, liquidity providers, settlement participants or other counterparties in any transaction or related activity on or through the Platform in any capacity described in these Terms, except to the limited extent, if any, expressly required under Applicable Law.

15.14To the maximum extent permitted by Applicable Law, we and the Associated Parties shall not be liable for any loss, damage, cost, expense, claim, loss of opportunity, loss of profits, loss of premium, trading loss, capital loss, diminution in value, inability to enter into or exit a position, inability to place, modify, cancel or execute an Order, failure of any stop-loss, take-profit or other risk management instruction, liquidation, settlement delay, settlement failure or other liability arising out of or in connection with any scheduled or unscheduled maintenance, upgrade, repair, testing, interruption, suspension, degradation or unavailability of the Platform, Exchange, Products or Services, whether or not prior notice is provided. Wherever reasonably practicable, we may provide prior notice of scheduled maintenance on a best-efforts basis, but we shall have no obligation to provide any prior notice in respect of unscheduled maintenance or emergency maintenance.

15.15To the maximum extent permitted by Applicable Law, we and the Associated Parties shall not be liable for any loss, damage, cost, expense, claim, tax consequence, reporting consequence, loss of opportunity, loss of profits, trading loss, capital loss, diminution in value, loss of access, failed recovery, delayed credit, delayed withdrawal, settlement failure, incorrect bank account transfer, cyber incident, Banking Service Provider failure, bank failure, payment service provider failure, freeze, hold, restriction, confiscation, seizure, court order, governmental direction, regulatory action or other liability arising out of or in connection with the Banking Arrangements or Customer Amounts, except to the limited extent expressly required by Applicable Law.

15.16You agree to indemnify and hold us and the Associated Parties harmless immediately upon demand from and against any and all claims, demands, lawsuits, actions, proceedings, investigations, liabilities, damages, losses, costs or expenses, arising out of or in connection with any incorrect bank account details, third-party bank account, source-of-funds issue, sanctions issue, AML/CFT issue, tax issue, ownership dispute, bank recall, payment reversal, banking instruction, withdrawal instruction, deposit instruction, recovery attempt or other use of the Banking Arrangements by you or any person accessing your Account.

15.17Nothing in these Terms excludes or limits liability for our fraud or wilful misconduct, or any liability, right, remedy or obligation that cannot lawfully be excluded or limited under Applicable Law. The liability exclusions and caps do not reduce the available INR Account Balance owed to you; its return remains subject to lawful deductions, margin requirements, settlement adjustments and holds under these Terms.

16. Compliance

16.1You 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. Except where Applicable Laws require us to collect, report, withhold or remit tax, 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.

16.2We 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.

16.3You acknowledge and agree that you are solely responsible for determining and complying with any Applicable Laws that may apply to your access to, use of, trading in, holding of, settlement of or other dealings in any Product, Contract, including any securities, derivatives, exchange control, tax, reporting, anti-money laundering, counter-terrorist financing, sanctions, investor eligibility or other regulatory requirements. We shall not be responsible for determining whether any Product or Contract is suitable, lawful, permissible or compliant for you or for any reporting, filing, registration, licensing, approval, consent, disclosure or other obligation applicable to you.

17. Communications and Notices

17.1We have the right to communicate and provide notices to you in any manner which we deem to be appropriate, including (without limitation):

(a)Platform announcements via any domain name or website controlled by us;

(b)to the contact details registered with your Account (including, but not limited to, your registered email address);

(c)website banners and popups;

(d)API messages and announcements; and

(e)mobile alerts via the mobile application.

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

17.2You 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).

17.3If you are required to give notice to us in writing under these Terms, you must address the notice to the details prescribed in Clause 35. 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 prescribed in Clause 35.

18. Data and Calculations

18.1We may provide information in the form of text, data, graphics, photographs and illustrations (including, but not limited to, 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 on an “as is” and “as available” basis.

18.2Subject to Applicable Law and the audit, correction and reconciliation provisions in Clauses 5 and 4.14, 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, Customer Amounts, INR balances, account ledger entries, deposits, withdrawals, transfers, settlement records and fees 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.

18.3You acknowledge that Platform data, order book data, transaction data, pricing data, risk data and other information generated on or through the Platform may be used by us for operating the Platform, managing risk, administering Products, determining settlement, supporting liquidity, monitoring market integrity, managing conflicts of interest and enabling the participation described in Clause 4.13, in each case subject to Applicable Laws, these Terms, the Privacy Policy and our internal policies.

19. Reporting Obligation

19.1Without prejudice to any other notification obligation in these Terms, you undertake to notify us in writing immediately:

(a)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);

(b)upon any other event which would prohibit or restrict you from holding or operating the Account and/or accessing or using the Services;

(c)if you are (or will be) a Sanctioned Person;

(d)if you breach any of these Terms or any other policies mentioned on the Platform;

(e)upon becoming aware of any circumstances which may impact or impede our ability to provide you with an Account or any of the Services;

(f)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;

(g)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

(h)upon any other significant events or matters which we would reasonably expect to have been brought to our attention.

19.2You 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 (including but not limited to laws in relation to AML/CFT, anti-corruption, or economic sanctions). 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 law enforcement agency, 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. User Bank Account and other and personal details) when cooperating with law enforcement agencies, regulators, government authorities or similar bodies or where permitted under or otherwise in compliance with Applicable Law to any governmental authority, regulator, law enforcement agency, court or other competent authority.

19.3You 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, Bharatiya Nyaya Sanhita, 2023 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, regulators, government authorities or similar bodies and share any data, including your Personal Information or Sensitive Personal Information and cooperate with such applicable law enforcement agency, regulator, government authority or similar body established under the Applicable Laws. By agreeing to the Terms thereof, you agree that you will be subjected to such restrictions as imposed on you under this Clause 19.

20. Intellectual Property Rights

20.1You acknowledge that:

(a)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

(b)all Intellectual Property Rights in the Exchange, Platform and the Services shall remain/be licensed to with us. All rights are reserved.

(c)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 or of our other applicable affiliates.

20.2You acknowledge that “Mochatrade” and associated names, logos, marks, branding, software, content and other intellectual property used on the Platform are proprietary to us or used by us under applicable rights. You may reproduce such trademarks without alteration on material downloaded from the Exchange only to the extent expressly authorised by these Terms or agreed by us in writing, and you may not otherwise use, copy, adapt or erase them.

20.3You shall not register, acquire, use or control any domain name, sub-domain, website name, URL, social-media identifier or similar online identifier that is related to ALSD Technologies Private Limited, Mochatrade or the Platform, or that incorporates, imitates or is confusingly similar to any name, mark, domain or identifier used by ALSD Technologies Private Limited, Mochatrade or the Platform, except with our prior written consent. To the extent permitted by Applicable Law, you acknowledge that unauthorized registration or use may constitute bad-faith registration or infringement and that we may pursue all available remedies.

20.4You agree to not operate any social media account (Facebook, Twitter, Instagram and LinkedIn etc.) that uses any of our Intellectual Property Rights, including but not limited to our trademarks or confusingly similar marks; and create, offer to create or promote any mobile application that is branded with our Intellectual Property Rights, including but not limited to our trademarks or any confusingly similar marks.

20.5You 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.

20.6You 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:

(a)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. You acknowledge that any such unauthorised use by you shall amount to the infringement of our Intellectual Property Rights, and we shall be entitled to initiate appropriate action and seek damages for the infringement. All restrictions relating to use of the Services and the Exchange in these Terms shall apply to data available through any APIs.

(b)you may not remove or modify any copyright, trademark or other proprietary notices that have been placed in any part of the Services; an

(c)you may not use any data mining, robots or similar data-gathering or extraction methods.

20.7You agree not to:

(a)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;

(b)remove any copyright notice, trademark, legend, logo or product identification from the Platform.

(c)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;

(d)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

(e)make any commercial use of the Exchange or our logo, trademark or brand name in any way.

20.8Each 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.

20.9By 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:

(a)subject to Applicable Law, refuse to publish, remove or modify content or disable access to content that are in breach with these Terms; or

(b)suspend or discontinue your opportunity to submit, post or upload content.

20.10By 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.

20.11We 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. Any such disclosure must be necessary and lawful and made in accordance with the Privacy Policy.

20.12We 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.

20.13The ownership and licence provisions in this Clause 20 do not transfer ownership of, or grant a public-content licence over, your Personal Information, KYC documents, bank information, Account records or private customer-support communications. Such information is processed for the purposes and subject to the safeguards described in the Privacy Policy and Applicable Law.

21. 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, and is available at https://www.mochatrade.com/privacy-policy. You should regularly review our Privacy Policy provided here. We may amend the Privacy Policy at our sole and absolute discretion without prior notice to you.

22. Third Party

22.1We 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 from us or any of our members. For avoidance of doubt, the information contained in any third-party websites is not incorporated into these Terms.

22.2You 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.

22.3The 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.

22.4You 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. 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 a third-party account with it. All Trades and other transactions conducted through such third-party accounts will be subject to the terms of the Third-Party Service Provider terms. In addition, you understand and agree that:

(a)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.

(b)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 a Third-Party Service Provider.

22.5Where any liquidity provider, settlement participant, counterparty or other third party participates in or supports any Product, transaction, settlement, close-out, liquidation or related activity on or through the Platform, such participation may be subject to separate arrangements between us and such person or entity. Nothing in these Terms shall require us to disclose the identity, commercial terms, risk arrangements or operational arrangements of any such person or entity, except to the extent expressly required under Applicable Law.

22.6Without prejudice to Clause 22.5, we may use Banking Service Providers for the Banking Arrangements , including transaction screening, payment processing, banking, settlement and reconciliation. Such services may be subject to the Banking Service Provider’s own terms, policies, operational limitations, security procedures and legal requirements. We may share information relating to you, your Account, Customer Amounts, transactions, bank accounts and instructions with such Banking Service Providers where necessary for the purposes described in the Privacy Policy, to provide the Services, comply with Applicable Laws, manage risk, process transactions, safeguard Customer Amounts or investigate suspicious activity. We are not required to disclose the identity, commercial terms or other operational arrangements of any Banking Service Provider, except to the extent expressly required by Applicable Law.

23. Confidentiality

23.1You undertake not to disclose to any person any Confidential Information that you may acquire during your use of any Account or our Services.

23.2Without prejudice to any other provision in these Terms, we will keep confidential any information we receive from you and which is required to be treated as confidential or protected under any Applicable Laws. However, we shall be permitted to disclose such confidential information:

(a)in accordance with these Terms;

(b)to our affiliates as well as with their respective employees, consultants, officers, directors;

(c)pursuant to an order, notification etc. of the court of any Governmental Authorities or as required under Applicable Law;

(d)to our professional advisers or any other third party under a duty of confidentiality.

23.3Upon 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.

24. 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.

25. 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 as required to effect any future assignment or transfer, you are hereby deemed to have given all necessary consents and waivers.

26. Force Majeure

We shall not be liable for any loss, damage, cost, expense, claim or other liability arising from any event beyond our reasonable control, including any event that results in the suspension of performance of our obligations under these Terms or the suspension, restriction, interruption or unavailability of the Account, Platform, Exchange, Products or Services. Such events include, without limitation, any act of God, flood, fire, earthquake, storm, pandemic, epidemic, public health emergency, lockdown, war, invasion, armed conflict, terrorism, riot, civil commotion, insurrection, labour dispute, strike, embargo, governmental or regulatory action or restriction, Regulatory Change, failure, insolvency or suspension of any bank, payment service provider, settlement system, financial market infrastructure, liquidity provider, exchange, broker, custodian or other third-party service provider, communication failure, internet disruption, telecommunications failure, power or utility outage, equipment failure, hardware or software malfunction, cyberattack, cybersecurity incident, hacking, malware, ransomware, distributed denial-of-service attack, data breach, unauthorised access, failure or compromise of any system, network or infrastructure, any liquidity shortage, market disruption, exchange outage, market data failure, pricing feed failure, shortage of labour, materials, transportation, fuel or energy, or any other technological, operational, security-related, market-related, regulatory or other cause beyond our reasonable control.

Notwithstanding anything to the contrary contained in these Terms, where a Force Majeure Event results in the loss, unavailability, inaccessibility, compromise or inability to return any Customer Amounts, your entitlement shall be limited to the INR value reflected in your Account in our books and records immediately prior to the occurrence of such Force Majeure Event, as determined by us acting reasonably and in good faith. Such value may be satisfied by us in INR to your verified User Bank Account, subject to Applicable Law.

27. Entire Agreement

27.1Unless 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).

28. Amendment

28.1We may, at our sole and absolute discretion, and at any time, supplement, amend or replace these Terms without limitation.

28.2If 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 these terms. 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.

29. Severability

29.1If 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.

30. Governing Law

30.1These 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.

31. Dispute resolution

31.1Any 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 in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time. The seat and venue of the arbitration shall be Bengaluru, Karnataka, India. The arbitration tribunal shall consist of a single arbitrator mutually appointed by the parties in accordance with the Arbitration and Conciliation Act, 1996. The language of the arbitration under these Terms shall be English.

31.2For the purposes of this Clause 31 each party waives any objection to the courts at Bengaluru, Karnataka on the grounds that they are an inconvenient or inappropriate forum to settle any such Dispute.

31.3CLASS, COLLECTIVE AND REPRESENTATIVE ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND ALSD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY. YOU WAIVE ANY RIGHT TO COMMENCE, PARTICIPATE IN, JOIN, CONSOLIDATE OR SEEK RELIEF IN ANY CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, GROUP ACTION, PRIVATE-ATTORNEY-GENERAL ACTION OR OTHER PROCEEDING IN WHICH A PERSON SEEKS RELIEF ON BEHALF OF OTHERS. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OF DIFFERENT USERS OR TO PRESIDE OVER ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING, EXCEPT TO THE EXTENT THIS WAIVER IS PROHIBITED OR UNENFORCEABLE UNDER APPLICABLE LAW.

31.4If any part of Clause 31.3 is found unenforceable as to a particular claim or remedy, that claim or remedy shall proceed only to the minimum extent required by Applicable Law, and the remainder of Clause 31.3 shall remain in effect to the fullest extent permitted by Applicable Law.

31.5Nothing in this Clause 31 prevents you from exercising a right or remedy that cannot lawfully be excluded under Applicable Law, including, where applicable, recourse to a competent consumer forum, regulatory authority or statutory grievance or appeal mechanism.

32. 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.

33. Miscellaneous

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

34. Survival

34.1Clauses relating to indemnity, limitation of liability, intellectual property, market Disruptions and Trade Corrections, confidentiality, dispute resolution, governing law, taxes, records, regulatory disclosures and any other provisions which by their nature are intended to survive termination shall survive termination or expiration of these Terms.

35. 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: Parth Maheshwari, Grievance Officer, Bangalore, India

Contact: [email protected]. General support: [email protected]. Acknowledgement within 24 hours of receipt and resolution within 15 days for general Account and Services complaints, unless shorter statutory timelines apply. Grievances governed by Rule 3(2) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, as amended, will be acknowledged within 24 hours of receipt and resolved within 7 (seven) days of receipt, with any shorter statutory timelines observed where applicable.

APPENDIX – I: RISK DISCLOSURE STATEMENT

Trading in Products (as defined in the above Terms), including perpetual derivative Contracts on or referencing VDAs such as tokenized stocks, engaging in related leverage transactions and delegating to another account holder the right to utilize Services on your behalf entails significant risks of financial loss. Market prices for VDAs and Products can be volatile and highly unpredictable. Products are derivative Contracts and do not give you ownership or custody of the referenced VDA. The leverage available in trading Products allows you to establish a larger market position than an unleveraged position and therefore exposes you to a risk of greater loss than an unleveraged position. You should not Trade in Products, provide or accept leverage or delegate to another account holder the right to utilise Services on your behalf unless you understand the associated risks. These Risk Disclosure Statements discuss some of the principal risks of trading in Products and using the Services.

Market Risk

Market prices for the referenced VDAs and Products can be volatile and highly unpredictable. Whether the future market price of an referenced VDA will move up or down is speculation, unpredictable and unknown. Changes in the market price of an referenced VDA will impact the Products that reference it. We make no representations or warranties about whether a Product will always continue to trade on the Platform. Any Product is subject to delisting without prior notice in our sole discretion. Products have special risks that are not shared with the referenced VDAs themselves, including leverage, funding payments, liquidation and the fact that a Product may trade when the underlying market is closed. Product trading is susceptible to sharp gaps, trading halts, corporate actions and loss of confidence, which could cause a collapse in demand relative to supply. Mochatrade Products using Binance’s 24/7 perpetual markets may trade outside the underlying stock or commodity market’s opening hours, subject to the published Product hours, maintenance, outages and trading restrictions. Prices during those periods are driven by the relevant Binance perpetual market and its applicable index and mark-price methodology, rather than an executable price on the underlying US exchange. During applicable closed-market sessions, Binance uses an order-book-based exponentially weighted moving average (EWMA) for the reference index, with price limits and a separate mark-price methodology. The exact methodology for each Product is published on the Platform under Clause 4.16. The last traded price, index price and mark price can differ, and positions may be liquidated while the underlying market is closed. Reopening the underlying market may cause abrupt repricing.

Liquidity Risk

Liquidity refers to your ability to enter into, modify, close, liquidate, transfer or exit positions in Products, including Derivative Contracts, without materially affecting prices. Markets for referenced VDAs and Products can at times become illiquid, thinly traded, disorderly, volatile or one-sided, meaning there may be insufficient trading activity, order book depth, counterparty interest or market-maker participation to permit execution at desired prices or within desired timeframes. Insufficient trading activity may prevent execution at desired prices, particularly during:

(a)Off-market hours;

(b)periods of high volatility;

(c)periods of operational disruption, settlement disruption, banking disruption or price-feed disruption;

(d)periods during which any referenced VDA, index, benchmark, reference market or related market is unavailable, restricted, suspended, impaired or materially volatile; or

(e)any other events related to the Product, its pricing, settlement, underlying, reference market, liquidity or market integrity.

The Platform shall not be liable for any losses incurred due to your inability to enter into, modify, exit, liquidate, transfer, settle or close positions arising from liquidity constraints. You understand and agree that we are under no obligation to provide, create, procure, support or maintain any particular level of liquidity, order book depth, market-maker participation, counterparty interest, execution certainty, price continuity or settlement availability in respect of any Product or Contract. There is no guarantee that any market for any Product will be active, continuous, orderly or liquid, or that you will be able to establish, reduce, hedge, liquidate or close positions when desired or at favourable prices. Due to the nature of referenced VDAs and Products, we may, in our sole and absolute discretion, expire, suspend, delist, modify, settle or terminate Products prematurely to maintain the integrity, legality, continuity or orderly functioning of the Platform. You assume all risks arising from liquidity constraints and illiquid markets.

Legal, Regulatory Status and Regulatory Change Risk

Products offered on the Platform are Contracts, including perpetual derivative contracts, on or referencing VDAs, including tokenized stocks. Their regulatory treatment in India may be uncertain, evolving or subject to change. ALSD treats the referenced tokenized stocks as VDAs for purposes of the Platform and its current compliance framework, but SEBI, a court, tribunal or another Governmental Authority may subsequently characterize or recharacterize a Product, Contract, VDA, tokenized stock or related activity as a security, derivative, commodity derivative, financial product, regulated instrument or otherwise subject it to a different regulatory regime. Accordingly, you acknowledge and agree that:

(a)such Products may not afford the same level of protection as may be available to a regulated security, exchange-traded derivative or other regulated instrument in regulated markets;

(b)regulatory changes, enforcement actions, supervisory communications, prohibitions, restrictions, investigations, judicial or quasi-judicial proceedings, tax changes or changes in regulatory interpretation may adversely impact the availability, pricing, liquidity, settlement, legality, transferability, tax treatment or continued operation of such Products;

(c)as on the date of these Terms, Products and Contracts based on them are not listed or traded on any recognized stock exchange in India and are not, unless expressly specified otherwise by us in writing, offered through or by any SEBI-registered intermediary;

(d)the trading of Products (including the Contracts) on the Platform is presently not subject to any specific regulatory framework in India expressly applicable to such Products and may be subject to changes in law, regulation, taxation or regulatory interpretation from time to time

(e)we do not represent, warrant or undertake that any Product or Derivative Contract is outside the scope of any current or future regulatory framework or that any Product will remain available, lawful, tradeable, transferable, capable of being settled or unaffected by Regulatory Change.

The Platform shall not be liable for any losses that you may suffer, irrespective of whether such losses were foreseeable or not, arising from any Regulatory Change, enforcement action, change in law, change in tax treatment, change in regulatory interpretation or any action taken by us in response to or anticipation of the same. Without prejudice to the generality of the foregoing, you expressly assume all risks, including the risk of loss of capital, compulsory closure, transfer, settlement, liquidation or termination of positions, restrictions on withdrawal or utilisation of funds, invalidation or voiding of transactions, tax or reporting consequences and loss of market opportunity, arising out of or in connection with: (A) any subsequent determination, clarification, allegation, assertion or action by SEBI or any other authority that Products constitute securities, derivatives, commodity derivatives, financial products, regulated instruments or other regulated products in terms of the SCRA, the Securities and Exchange Board of India Act, 1992 or any other Applicable Law; and/or (B) any directions, circulars, guidelines, orders, notices, communications, statements or requirements requiring or resulting in modification, suspension, restriction, delisting, cessation, settlement, closure, transfer, liquidation or termination of trading in Products.

Cyber Risks

Products, their underlying technology, the Platform and other Services may be vulnerable to attacks on security, integrity, or operations of the Products. Products, their properties or underlying technology may change or otherwise cease to operate due to change in the underlying technology, a change made using features or functions built into the underlying technology. While using the Platform and/or Services you maybe prevented from sending a transaction request, or your transaction request email may be received by us or the Services, due to hardware, software, or services issues, including but not limited to internet and other network connectivity issue.

Market Default Risk

ALSD Technologies Private Limited is the contractual counterparty to Trades entered into by users through the Platform. Users do not trade directly against, or incur settlement exposure directly to, other Mochatrade users merely by entering into a Trade on the Platform. Accordingly, you are exposed to counterparty risk to ALSD, including the risk that ALSD may be unable to perform its payment, settlement or other obligations in full or on time. ALSD may manage or hedge its resulting market exposure through third-party venues, liquidity providers, brokers or other counterparties, but those arrangements are separate from your Trade with ALSD unless expressly stated otherwise.

Representation & Warranty

You represent and warrant that you have the necessary technical expertise and ability to review and evaluate the security, integrity, and operation of any Products, and the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and risks of trading in any derivatives on or referencing VDAs and/or Products, as supported by the Services. You accept the risk of trading Products by using the Services and are responsible for conducting your own independent analysis of the risks specific to Products and the Services. You should not place any Order to acquire or trade any Product unless you have independently evaluated the merits and risks of the relevant Product and have determined, without relying on us, that such Order is suitable for you. You further represent and warrant that you have the technical ability and expertise to understand and evaluate the consequence or effects of any trading contracts (including derivative contracts) in which you take Positions. All warranties, conditions, or terms (whether express, implied, statutory or otherwise) including without limitation relating to our quality, merchantability, fitness for purpose, or uninterrupted, error-free access are expressly excluded for the Platform and/or Services to the fullest extent permitted by law. No representation or warranty, express or implied, can be given as to the accuracy or completeness of the information provided by us on the Platform and/or Services

Waiver

The risks described herein may result in loss of money, decrease in or loss of all value for the Products, inability to access or transfer Account Balance, inability to Trade on the Products, inability to receive financial benefits and other financial losses to you. You hereby assume and agree that neither us nor any of our Associated Parties will have responsibility or liability for such risks and that you will hold us harmless from any claims arising out of the loss of value in the Products or loss of the equivalent amount traded in INR. You hereby irrevocably waive, release and discharge any and all claims, whether known or unknown to you, against us and our Associated Parties, respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.

Access Block

We are entitled to block or disable the use of the Platform on your device(s) if the security features devised by the operating system or manufacturer of such device on which the Platform is installed have been modified at any time as specified in Clause 8.1. Accordingly, we do not guarantee the functioning and operation of the Platform on end devices which have been modified in this way or on older end devices that no longer meet the technical requirements for the access to the Platform.

Capital Loss Risk

Trading in Products, including Contracts on or referencing VDAs, including tokenized stocks, involves a high degree of risk and may not be suitable for every user. You acknowledge the risk of losing part or all of the capital invested, deposited, posted as margin or otherwise utilised in connection with any Product. You agree to trade only with funds that are consistent with your financial circumstances, knowledge, experience and risk tolerance. You further acknowledge that leverage, margining, volatility, liquidity constraints, Auto-Deleveraging (defined later), liquidation, Regulatory Change and operational disruptions may cause losses in excess of anticipated losses and may result in loss of all Account Balance available for trading.

Additional Risks

Because ALSD Technologies Private Limited is the contractual counterparty to your Trades, you are exposed to counterparty risk to ALSD in addition to the market, leverage, liquidity and operational risks associated with the Products. Under certain market circumstances, we may apply Auto-Deleveraging or other risk-management measures in accordance with the applicable Product rules. Your Positions may be Auto-Deleveraged without prior notice, and you bear the risks arising from such action to the extent permitted by Applicable Law. “Auto-Deleveraging” means an automatic reduction or closure of a Position as a risk-management measure under the applicable Product rules, rather than in response to an Order submitted by you.

Settlement Participant Risk

ALSD Technologies Private Limited acts as principal and is the contractual counterparty to Trades entered into by users through the Platform. ALSD may separately engage affiliates, liquidity providers, brokers, settlement participants or other third parties to hedge, manage, execute, settle, close out, liquidate or otherwise support ALSD’s exposure arising from those Trades. Such third-party arrangements do not alter the user’s contractual counterparty unless expressly stated otherwise. ALSD’s activities as principal, including pricing, hedging, liquidity management, execution, settlement, liquidation and use of Platform data, may create actual or potential conflicts of interest.

Liquidity and Settlement Risk

There is no assurance that any such person will continue to provide liquidity, settlement support or counterparty participation in respect of any Product. The withdrawal, suspension, failure, delay or limitation of any such participation may adversely affect execution, settlement, liquidity, pricing, spread, volatility, liquidation, close-out and your ability to enter into, maintain, reduce, hedge or exit any position. You assume all risks arising out of or in connection with such participation and any actual or potential conflict of interest, subject to Applicable Law.

Platform Discretion in case of Regulatory Change

Not withstanding anything to the contrary in the Risk Disclosure Statements, these Terms, or any other policy, we reserve the right, at our sole and absolute discretion and without prior notice, to modify the terms, features or parameters of any Product; suspend, restrict, discontinue, delist or cease the listing, trading or settlement of any Product; suspend, restrict, discontinue or modify banking, deposit, withdrawal, transfer, settlement or support for any INR account, Banking Service Provider or payment method; close out, liquidate, settle, transfer, cancel, or otherwise terminate any open positions on a best-efforts, formula-based, market-based, fair-value or other basis determined by us; and/or impose additional eligibility, margin, KYC, AML/CFT, tax, reporting, disclosure or other conditions on users, where we consider such action reasonably necessary, desirable or prudent in light of any actual or potential change in law, regulation, taxation or regulatory stance, including any statement, guidance, direction, circular, order, consultation, investigation or action by SEBI, RBI, FIU-IND, any tax authority, any court or any other competent authority. You agree that the Platform shall not be responsible or liable for any loss, damage, cost or expense, including loss of opportunity, loss of profits or loss of premium, arising out of or in connection with any such modification, suspension, restriction, closure, liquidation, settlement, transfer, cancellation, voiding or termination, except to the limited extent, if any, expressly required under Applicable Law.