Kwala Intel Platform General Terms and Conditions (India)
Effective Date: 1st July 2026
1. Introduction
1.1 This document is an electronic record in terms of the Information Technology Act, 2000 and the rules made thereunder, and does not require any physical or digital signature. It is published in accordance with Rule 3(1) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.
1.2 These General Terms and Conditions (the “General Terms”) form a legally binding agreement between [●], a company incorporated under the Companies Act, 2013, having its registered office at [●] (CIN: [●]) (the “Company,” “we,” “us,” or “our”), which operates the Kwala Intel Platform accessible at kwalaintel.in (the “Platform”) under license from Kwala Network Corp., a corporation organized under the laws of the State of Delaware, United States of America (the “Licensor”), and the person accessing or using the Platform (“you,” “your,” or “User”). The Company and the User may each be referred to individually as a “Party” and collectively as the “Parties.”
1.3 The Platform is an AI-powered, subscription-based educational and informational research tool relating to digital assets. It is operated in India solely by the Company. The Licensor is not a party to this Agreement, provides no services to you, and owes no obligation to you (see Clause 23.5).
1.4 If you have questions about the Platform or these General Terms, you may contact us at [email protected] or through the grievance channel in Clause 21.
2. Eligibility, Registration and Acceptance
2.1 You may use the Platform only if you are at least eighteen (18) years of age, a resident of India, and legally competent to enter into binding contracts under the Indian Contract Act, 1872. By accessing or using the Platform in any manner, you represent and warrant that you satisfy these conditions. The Platform is intended only for individuals resident in India; the Company reserves the right to restrict or terminate access from any other jurisdiction.
2.2 You confirm that you are not the subject of sanctions administered or enforced by the Government of India, the United Nations Security Council, or any other applicable sanctions authority, and that you are not accessing the Platform from, or on behalf of any person located in, any jurisdiction subject to comprehensive sanctions. If you access the Platform on behalf of a company, trust, partnership, or other legal entity, you represent that you have full authority to bind that entity to this Agreement, and references to “you” or “User” include that entity.
2.3 To access subscription-based features, including AI Research Chat and personalised watchlists, you must register by providing accurate, complete, and current information, including a valid email address and mobile number. You are responsible for keeping your registration details up to date. The Company may verify any information provided and may suspend or terminate access for false, inaccurate, or misleading submissions.
2.4 The Platform uses OTP-based phone and email verification for account authentication. This is for platform access purposes only and does not constitute Know Your Customer (KYC) verification or onboarding to any financial service.
2.5 By accessing, browsing, or using the Platform, you confirm that you have read, understood, and agreed to be bound by this Agreement in its entirety. The Platform is made available for your personal use or, where you are an entity, your internal business use only. You may not redistribute, sublicense, resell, white-label, or otherwise commercially exploit the Platform or any Platform Content, or use the Platform to provide advisory, research, brokerage, or intermediation services to any third party, without the Company’s prior written consent.
3. Definitions
In this Agreement, the following terms have the meanings set out below:
- “Agreement” means these General Terms, together with the Privacy Policy and any additional terms applicable to specific features, as amended from time to time.
- “AI-Generated Content” means all research outputs, market analyses, structured signals, directional indicators, conversational responses, and other content produced by artificial intelligence models and automated processing systems made available through the Platform.
- “Digital Asset” means any cryptographically secured digital representation of value or contractual rights that uses distributed ledger or similar technology, including cryptocurrencies, tokens, coins, and stablecoins. Where a provision of this Agreement concerns Indian tax law, “Digital Asset” includes a Virtual Digital Asset.
- “DPDP Act” means the Digital Personal Data Protection Act, 2023, together with the Digital Personal Data Protection Rules, 2025 (as and when their provisions come into force) and any other rules issued thereunder, each as amended.
- “Grievance Officer” means the officer designated by the Company under Clause 21.
- “IT Act” means the Information Technology Act, 2000, as amended, together with all rules and regulations made thereunder, including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.
- “Platform” or “Kwala Intel Platform” means the AI-powered digital-asset research and market-intelligence platform operated by the Company under license from the Licensor, as made available to users in India at kwalaintel.in or such other URL as designated from time to time, and any related mobile applications or interfaces made available to users in India.
- “Platform Content” means all content, data, analytics, signals, research outputs, AI-Generated Content, and other information available through the Platform.
- “Privacy Policy” means the Company’s privacy policy as published on the Platform and updated from time to time.
- “Registered User” means a User who has completed the registration process and created an account on the Platform.
- “Services” means the Platform and all services made available through it to users in India.
- “Simulated Environment” has the meaning given in Clause 5.
- “Subscription” means a paid plan offered by the Company providing access to premium features of the Platform.
- “User” means any person who accesses or uses any part of the Platform.
- “Virtual Digital Asset” or “VDA” has the meaning ascribed under section 2(47A) of the Income-tax Act, 1961 (as amended, including by the Finance Act, 2025) in respect of periods to which that Act applies, and, on and from 1 April 2026, under the corresponding provisions of the Income-tax Act, 2025, in each case as amended from time to time.
4. Nature of the Platform; Regulatory Status
4.1 The Platform is a subscription-based educational and informational research tool. It aggregates publicly available market data, on-chain analytics, technical indicators, macroeconomic signals, and news feeds, and uses proprietary AI models to generate structured research outputs. The features made available to users in India comprise:
- Live Intel Feed: AI-generated structured signal cards with directional stance indicators, thesis and evidence summaries, invalidation criteria, and source citations;
- Asset Telemetry Engine: token-specific data combining real-time price feeds, historical markers, automated technical indicators (such as RSI and MACD), and transparency risk flags;
- Sector Intelligence: structural grouping of tokens by sector or use-case dynamics, with trend tracking and search-volume velocity analysis;
- Personalised Watchlists: custom token watchlists with filtered intelligence feeds for monitored assets;
- AI Research Chat: a conversational AI research interface for deep-dive analysis on tokens, market conditions, and sector trends; and
- Automated Alerts and Workflows: configurable price-trigger and schedule-based intelligence workflows delivering notifications through the Platform.
4.2 THE PLATFORM IS PROVIDED SOLELY FOR INFORMATIONAL, EDUCATIONAL, AND GENERAL RESEARCH PURPOSES. All Platform Content is general and impersonal and does not constitute, and shall not be construed as: (a) investment, financial, legal, or tax advice of any kind; (b) a personal recommendation to buy, sell, hold, or otherwise transact in any Digital Asset or financial instrument; (c) a solicitation or invitation to engage in any transaction or investment activity; (d) an endorsement of any Digital Asset; or (e) any form of regulated financial service, including brokerage, portfolio management, dealing, arranging, or custody.
4.3 No execution, custody or exchange access. The Platform, as made available to users in India, is an information and research service only. The Company does not operate an exchange or trading venue; does not execute, place, transmit, receive, or arrange orders in any Digital Asset; does not provide users in India with connectivity or access to any cryptocurrency exchange, trading venue, broker-dealer, or execution facility; does not deal in, broker, or make markets in any Digital Asset; and does not hold, custody, control, or have access to any user funds, Digital Assets, private keys, or wallet credentials. No transaction in any Digital Asset can be initiated, placed, or settled through the Platform. Any decision to transact in Digital Assets, and any such transaction, occurs wholly outside the Platform on third-party platforms with which the Company has no involvement in respect of users in India, at your sole discretion and risk.
4.4 India feature scope. The features available to users in India are those described in Clause 4.1 and, if and when made available, Clause 5, in each case as offered from time to time. Features offered by the Licensor or its affiliates in other jurisdictions - including any connectivity to third-party trading venues - are not offered to users in India, and you agree not to access, or attempt to access or circumvent controls in order to access, any such feature.
4.5 Regulatory status. The Company is not registered with, licensed by, or otherwise authorised by the Securities and Exchange Board of India or the Reserve Bank of India. The Platform is not a stock exchange, commodity exchange, broker, investment adviser, research-analyst service in relation to securities, portfolio manager, payment system, or deposit-taking service, and nothing on the Platform is an offer of any such service.
5. Simulated Environment
5.1 The Platform may include a simulated trading environment (the “Simulated Environment”) in which users practise research-driven decision-making using notional balances. If and to the extent the Simulated Environment is made available to you, you acknowledge and agree that:
- all balances, positions, instruments, and results within the Simulated Environment are entirely notional, have no monetary value, are not Digital Assets or funds, cannot be purchased, sold, transferred, withdrawn, exchanged, or redeemed for money or money’s worth, and confer no right to or expectation of winnings, prizes, or any monetary or material gain;
- no fee, deposit, or stake of any kind is payable for participation in the Simulated Environment (beyond any general Subscription for access to the Platform), and participation offers no opportunity of monetary gain;
- simulated results do not reflect actual market execution - including fees, spreads, slippage, liquidity, and venue availability - and are not indicative of actual trading outcomes;
- the Company may reset, modify, suspend, or discontinue the Simulated Environment, or any notional balance within it, at any time without liability; and
- the Simulated Environment is offered solely for education, recreation, and skill development, involves no staking of money with the expectation of monetary gain, and is not an online money game within the meaning of the Promotion and Regulation of Online Gaming Act, 2025.
6. Platform Access and Account Security
6.1 You are solely responsible for maintaining the confidentiality and security of all credentials associated with your account, including login IDs, passwords, and OTPs. You are responsible for all activity carried out through your account, whether or not authorised by you, except to the extent resulting from the Company’s failure to implement reasonable security safeguards required of it under applicable law.
6.2 You must notify the Company immediately if you suspect any unauthorised access to your account, loss of credentials, or compromise of any authentication mechanism. The Company may, at its discretion and without prior notice, suspend or restrict access where there is a reasonable belief of unauthorised use, fraud, or a security breach. The Company may rely on any instruction initiated through your account as having been validly given by you, absent notice from you under this Clause.
6.3 You may not create more than one account without the Company’s prior written consent, and may not impersonate another person or misrepresent your identity or affiliation.
6.4 The Company implements reasonable technical and organisational safeguards to protect the Platform. No system is entirely secure, and the Company does not warrant absolute security.
6.5 THE COMPANY WILL NEVER ASK YOU TO SHARE YOUR PASSWORD OR LOGIN CREDENTIALS BY EMAIL, PHONE, OR ANY OTHER MEANS. WE WILL NOT SEND EMBEDDED LINKS ASKING YOU TO LOG IN OR VERIFY YOUR ACCOUNT. YOU ARE RESPONSIBLE FOR EXERCISING CAUTION AGAINST PHISHING AND IMPERSONATION SCAMS.
7. Subscription, Payment, Renewal and Refunds
7.1 Certain features of the Platform are offered on a subscription basis. The Company may offer free-tier and paid Subscription plans, the details of which - including applicable fees and included features - are published on the Platform and may be amended on thirty (30) days’ prior notice.
7.2 By subscribing to a paid plan, you agree to pay all applicable Subscription fees as published at the time of subscription, denominated in Indian Rupees (INR). All fees are exclusive of applicable Goods and Services Tax, which is payable by you in addition to the Subscription fee.
7.3 Subscriptions are payable in advance for the selected billing cycle (monthly or annual). Payments may be processed through UPI, domestic bank transfers, debit cards, credit cards, or such other channels as notified by the Company. The Company may engage third-party payment gateways to collect payments. You are solely responsible for ensuring your payment details are accurate; the Company is not responsible for delays or failures caused by third-party banks or payment providers.
7.4 Auto-renewal and cancellation. Subscriptions auto-renew at the end of each billing cycle unless cancelled before the renewal date through account settings or by written notice. The Company will send a renewal reminder to your registered email address before each renewal charge, and recurring payments are processed in accordance with applicable payment-system requirements, including pre-debit notification where mandated. Cancellation takes effect at the end of the then-current cycle; access to paid features is retained until that date.
7.5 Refunds. No pro-rata refunds are issued for partial billing periods on cancellation by you, unless required by applicable law. If the Company terminates your access other than for your breach of this Agreement, or permanently discontinues the Platform, the Company will refund the pro-rata unused portion of prepaid Subscription fees. Nothing in this Clause limits any non-waivable right you have under applicable consumer-protection law.
7.6 Taxes. If you are required under applicable law to deduct or withhold tax from any payment to the Company, you shall furnish to the Company the corresponding withholding-tax certificate within statutory timelines and provide such declarations as the Company reasonably requires. The Company may report transactions to tax or regulatory authorities where required by applicable law.
8. AI-Generated Content; User Inputs; Disclaimers
8.1 The Platform uses artificial intelligence, machine learning models, and automated data processing to generate AI-Generated Content. You acknowledge and agree that:
- AI-Generated Content is produced by automated systems and may contain errors, inaccuracies, or outdated information. The Company does not guarantee its accuracy, completeness, timeliness, or reliability;
- directional indicators (such as “Bullish,” “Bearish,” or “Neutral” labels), technical-analysis outputs, and signal cards are analytical tools based on automated processing of publicly available data. They are not predictions, guarantees, or assurances of future performance, and past data patterns are not indicative of future results; and
- the accuracy of Platform Content depends in part on the quality and availability of third-party data feeds. The Company does not independently verify all such data and is not liable for errors or omissions in third-party data.
8.2 User inputs. You retain ownership of the prompts, queries, watchlist configurations, and other material you submit to the Platform (“User Inputs”). You grant the Company a non-exclusive, worldwide, royalty-free licence to process User Inputs to provide, secure, maintain, and improve the Services. Any use of User Inputs for the training or improvement of AI models involving your personal data is governed by the Privacy Policy and applicable law. You are responsible for ensuring your User Inputs do not violate Clause 11 or any third party’s rights.
8.3 Your right to use AI-Generated Content generated in response to your User Inputs is limited to the uses permitted under Clause 2.5 and Clause 13.
8.4 THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING AI-GENERATED CONTENT, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT SUCH DISCLAIMERS ARE NOT PERMITTED UNDER APPLICABLE LAW.
9. Risk Disclosures
9.1 The Digital Asset market is inherently volatile, speculative, and subject to significant risk. You acknowledge the following specific risks:
- Market risk: the value of Digital Assets can fluctuate dramatically within short periods. You may incur substantial or total losses. Past performance is not indicative of future results.
- Regulatory risk: the regulatory framework governing Digital Assets in India and globally is evolving. Changes in applicable law, regulation, or government policy may adversely affect the Digital Asset market and your ability to deal in Digital Assets through third-party platforms.
- Technology risk: Digital Assets and blockchain networks are subject to software bugs, protocol vulnerabilities, cyberattacks, network congestion, hard forks, and other technical failures.
- Fraud and scam risk: the Digital Asset market is subject to a high incidence of fraud, scams, pump-and-dump schemes, and rug pulls. The Platform’s risk flags are informational aids only and are not guarantees against fraud.
- Liquidity risk: certain Digital Assets may have limited liquidity and may not be readily saleable at the desired price or time on third-party platforms.
- Tax risk: transactions in Virtual Digital Assets in India are subject to tax and withholding under sections 115BBH and 194S of the Income-tax Act, 1961 or the corresponding provisions of the Income-tax Act, 2025, as applicable. You are solely responsible for understanding and complying with your tax obligations. The Company does not provide tax advice.
- Foreign-exchange risk: if you transact in Digital Assets on offshore platforms, such transactions may be subject to the Foreign Exchange Management Act, 1999 and restrictions under the Liberalised Remittance Scheme. You are solely responsible for your compliance.
- Regulatory-recourse risk: Digital Assets are not legal tender and are not backed by any government, and transactions in them may offer no regulatory recourse in the event of loss.
10. Data Protection, Privacy and Record Retention
10.1 The Company will collect, use, store, and process your personal data in accordance with the DPDP Act, the IT Act, the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (for so long as in force), and the Privacy Policy.
10.2 Your personal data may be processed for purposes including account registration, authentication, subscription management, customer support, fraud prevention, analytics, audit, and improving the Platform’s functionality and security, as further described in the Privacy Policy.
10.3 The Company may share your personal data with service providers, payment processors, affiliates, the Licensor (as processor or service provider to the Company), and auditors under appropriate contractual obligations, and with competent legal, regulatory, or governmental authorities where required under applicable law.
10.4 You have the rights available under the DPDP Act as in force from time to time, including rights of access, correction, erasure, and grievance redressal. The Privacy Policy explains how to exercise these rights. If you withdraw consent or request deletion of data essential to the Services, the Company may be unable to provide the affected Services or maintain your account.
10.5 The Company will maintain records of user activity, account information, communications, and other relevant data for as long as required under applicable law, including the IT Act, the DPDP Act, and applicable tax and regulatory requirements. Retention obligations under applicable law will override any erasure request to the extent such retention is legally required; upon expiry of the retention obligation, data will be securely deleted or anonymised.
10.6 By accessing the Platform, you accept the Privacy Policy, which forms an integral part of this Agreement.
11. Prohibited Conduct and Content Standards
11.1 You agree not to use the Platform, or assist any third party in doing so, in any manner that:
- violates applicable laws or regulations, including laws relating to money laundering, terrorism financing, corruption, securities, taxation, gaming, or foreign exchange;
- attempts to circumvent or avoid sanctions, export controls, embargoes, or other government-imposed restrictions, or the jurisdictional controls described in Clause 4.4;
- provides false, inaccurate, incomplete, or misleading information during account registration or in any communication with the Company, or misrepresents your identity or authority to act;
- gains or attempts to gain unauthorised access to any part of the Platform, its systems, infrastructure, or data;
- introduces or transmits malware, viruses, or malicious code, or engages in any activity that could damage, disable, or impair the Platform;
- uses automated tools, including bots, crawlers, or scrapers, to access the Platform or collect data without the Company’s prior written authorisation;
- attempts to reverse-engineer, decompile, or otherwise derive source code, algorithms, or models forming part of the Platform;
- copies, reproduces, redistributes, sublicenses, or resells any Platform Content for commercial purposes without the Company’s prior written consent;
- uses the Platform to provide advisory, research, brokerage, or intermediation services to third parties, or presents Platform Content as your own proprietary research;
- uses the Platform to conduct or facilitate any form of market manipulation, coordinated trading activity, or dissemination of misleading information regarding any Digital Asset;
- harasses, threatens, or engages in abusive or inappropriate conduct toward Company personnel or other users; or
- uses the Platform in a manner the Company reasonably determines is contrary to its intended use or potentially harmful to the Company, its users, or the Services.
11.2 In addition, you shall not host, display, upload, submit, modify, publish, transmit, store, update, or share through the Platform (including in User Inputs) any information that: belongs to another person and to which you have no right; is defamatory, obscene, pornographic, paedophilic, invasive of another’s privacy (including bodily privacy), insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, or encouraging money laundering, gambling, or an online game that causes user harm; is harmful to a child; infringes any patent, trademark, copyright, or other proprietary right; violates any law for the time being in force; deceives or misleads the addressee about the origin of the message, or knowingly and intentionally communicates any misinformation or information that is patently false or untrue or misleading in nature; impersonates another person; 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 insults any other nation; contains a software virus or any other computer code designed to interrupt, destroy, or limit the functionality of any computer resource; or is patently false and untrue, written or published with the intent to mislead or harass a person, entity, or agency for financial gain or to cause any injury to any person.
11.3 If the Company reasonably believes you have engaged in any prohibited conduct, it may suspend or terminate your access, remove or disable access to relevant content, refuse to process requests, report your activity to relevant authorities, and initiate legal action, in accordance with applicable law.
12. Communications
12.1 By registering, you consent to receive transactional and service communications from the Company (including OTPs, renewal reminders, security alerts, grievance responses, and notices under this Agreement) by SMS, email, in-app notification, or such other channels as you have provided.
12.2 The Company will send you promotional or marketing communications only with your consent, in accordance with applicable law, including the telecom commercial-communication preference regulations. You may opt out of promotional communications at any time through account settings or the unsubscribe mechanism provided; opting out does not affect transactional and service communications.
13. Intellectual Property Rights
13.1 All rights, title, and interest in and to the Platform - including its software, architecture, source code, AI models, algorithms, user interfaces, databases, documentation, and Platform Content, and all related intellectual property (whether registered or unregistered) - vest exclusively in the Licensor, the Company, or their respective licensors. The Company operates the Platform in India under license from the Licensor. Nothing in this Agreement transfers any intellectual property rights in the Platform to you.
13.2 The Company grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purposes permitted under this Agreement. You shall not reverse-engineer, decompile, modify, copy, or create derivative works from the Platform or any of its components, nor permit any third party to do so.
13.3 If you provide any feedback, suggestions, or ideas relating to the Platform (“Feedback”), you grant the Company and the Licensor a perpetual, worldwide, irrevocable, royalty-free licence to use and incorporate such Feedback in their products and services without any obligation to you.
13.4 The names “Kwala” and “Kwala Intel,” the Kwala Intel logo, and all related marks, logos, and product names are trademarks or service marks of the Licensor or its affiliates, used by the Company under license. You may not use or reproduce any such marks without prior written permission.
14. Confidentiality and Beta Features
14.1 If the Company gives you access to non-public materials - including beta features, early-access programmes, or non-public documentation (“Confidential Information”) - you agree to keep such Confidential Information strictly confidential, not to disclose it to any third party, and to use it solely to access and use the Platform in accordance with this Agreement. This obligation survives for three (3) years from disclosure or such longer period as required by applicable law, and does not apply to information that is or becomes public other than through your breach.
14.2 Beta or early-access features are provided “as is,” may be modified or withdrawn at any time, and may be subject to additional terms notified at the point of access. Clause 8 applies to all outputs of beta features.
15. Limitation of Liability
15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY, THE LICENSOR, AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES - INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF REPUTATION, OR LOSS ARISING FROM ANY INVESTMENT OR TRADING DECISION - ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR ANY PLATFORM CONTENT.
15.2 THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY DOES NOT GUARANTEE THAT THE PLATFORM WILL BE AVAILABLE WITHOUT INTERRUPTION, DELAY, OR ERROR.
15.3 THE COMPANY’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.4 WITHOUT LIMITING THE FOREGOING, AND SUBJECT TO CLAUSE 15.5, THE COMPANY SHALL NOT BE LIABLE FOR: (a) any system failure, malfunction, or suspension of Platform access; (b) unauthorised access to your account, data, or credentials; (c) any investment, trading, or financial loss arising from reliance on Platform Content or AI-Generated Content; (d) any inaccuracy, error, or omission in AI-Generated Content or third-party data feeds; (e) regulatory actions, changes in law, tax enforcement, or governmental intervention affecting Digital Assets; or (f) acts or omissions of third-party service providers, payment processors, or data providers.
15.5 Non-excludable liability. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including liability arising from fraud or fraudulent misrepresentation, or from the Company’s failure to implement reasonable security practices and safeguards required of it under applicable law.
16. Indemnity
16.1 You agree to indemnify, defend, and hold harmless the Company, the Licensor, and their respective affiliates, directors, officers, employees, and agents from and against any and all claims, losses, liabilities, damages, penalties, costs, and expenses (including reasonable legal fees) arising from: (a) your breach of this Agreement or violation of any applicable law or regulatory directive; (b) any false, inaccurate, or misleading information provided by you at any time; (c) any third-party claim relating to your conduct on the Platform or your User Inputs, including infringement of intellectual property rights or violation of privacy; or (d) your failure to comply with tax, regulatory, or reporting obligations arising from your activities relating to Digital Assets.
16.2 The Company may assume the defence and control of any matter subject to indemnification by you, and you agree to cooperate reasonably in its defence.
17. Suspension and Termination
17.1 The Company may suspend, restrict, or terminate your access to the Platform where: (a) you have breached any provision of this Agreement or any applicable law; (b) the Company has reasonable grounds to suspect fraudulent, unlawful, or suspicious activity on your account; (c) you have provided false or misleading information during registration; or (d) the Company is required to do so by a court order, regulatory directive, or applicable law. The Company may also terminate access, or discontinue the Platform, for convenience on thirty (30) days’ notice, subject to the refund in Clause 7.5.
17.2 You may close your account at any time through the account termination process on the Platform or by written request to the Company. Closure does not affect rights or obligations accrued prior to that date, including outstanding Subscription fees.
17.3 Upon termination, your right to access and use the Platform ceases immediately.
17.4 The following provisions survive termination or expiry of this Agreement: Clauses 8, 9, 10.5, 13, 14, 15, 16, 19, 22, and 23, together with any accrued rights and obligations.
18. Force Majeure
18.1 The Company shall not be liable for any delay, failure, or interruption in its obligations or Platform access caused by events beyond its reasonable control, including natural disasters, pandemics, war, civil unrest, labour disputes, power or utility failures, cyberattacks, internet or infrastructure outages, actions of third-party service providers, or changes in applicable laws or regulations (each, a “Force Majeure Event”).
18.2 If a Force Majeure Event continues for more than thirty (30) days, the Company may suspend or terminate access to all or part of the Platform. If the Company terminates access under this Clause, it will refund the pro-rata unused portion of any prepaid Subscription fees.
19. Notices
19.1 All notices from the Company under this Agreement will be delivered electronically - by posting on the Platform or by email to your registered email address - and are deemed received at the time of posting or sending, provided the Company has no notice of delivery failure.
19.2 Any notice from you to the Company must be sent by email to the support address published on the Platform or by post to the Company’s registered office. The Company may require identity verification before acting on any notice from you.
20. Modification of Terms
20.1 The Company may modify these General Terms from time to time. Updated versions will be posted on the Platform with a revised effective date, and material changes will additionally be notified to your registered email address. Material changes adverse to you take effect no earlier than fifteen (15) days after notice, except where a shorter period is required by law or regulatory directive.
20.2 Your continued use of the Platform after the effective date of a modification constitutes acceptance of the revised General Terms. If you do not agree to a modification, you must discontinue use and may close your account under Clause 17.2.
21. Grievance Redressal
21.1 The Company has designated a Grievance Officer in accordance with the IT Act and applicable consumer-protection law:
Grievance Officer: [●] Email: [email protected] Address: [●]
21.2 The Grievance Officer will acknowledge your complaint within twenty-four (24) hours and endeavour to dispose of it within fifteen (15) days of receipt, in accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. Consumer grievances relating to a Subscription will be acknowledged within forty-eight (48) hours and resolved within one (1) month, in accordance with the Consumer Protection (E-Commerce) Rules, 2020.
21.3 In respect of matters within its remit, you may appeal a decision of the Grievance Officer to the Grievance Appellate Committee constituted under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. Grievances relating to personal data may also be raised as described in the Privacy Policy.
22. Governing Law and Dispute Resolution
22.1 This Agreement, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the laws of India.
22.2 Consumer rights preserved. Nothing in this Agreement excludes, limits, or deters any right or remedy available to you under the Consumer Protection Act, 2019 - including the right to approach the consumer commissions - or under any other applicable law, to the extent such right cannot be waived by contract. Use of the grievance process in Clause 21 is encouraged but is not a precondition to the exercise of any statutory right.
22.3 Arbitration (non-consumer disputes). Any dispute that does not fall within the jurisdiction of the consumer commissions, or that the Parties mutually agree in writing to refer to arbitration after the dispute has arisen, shall be finally resolved by arbitration administered by the Delhi International Arbitration Centre (“DIAC”) in accordance with its rules, by a sole arbitrator appointed by DIAC. The seat and venue of arbitration shall be New Delhi, India, and the language shall be English. The Arbitration and Conciliation Act, 1996, as amended, shall govern.
22.4 Subject to Clauses 22.2 and 22.3, the courts at [●], India shall have jurisdiction over proceedings arising from this Agreement.
23. Miscellaneous
23.1 Independent status. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between you and the Company.
23.2 Entire agreement. This Agreement, including all documents incorporated by reference, constitutes the entire agreement between you and the Company regarding its subject matter and supersedes all prior or contemporaneous understandings, whether written or oral.
23.3 Waiver. No waiver of any right or provision of this Agreement is effective unless in writing and signed by the Company, and no waiver is a continuing or general waiver.
23.4 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remainder of the Agreement remains in full force and effect, and the provision will be enforced to the maximum extent permissible.
23.5 Third-party rights. This Agreement is binding on you and the Company and confers no rights or remedies on any third party, except that the Licensor is an intended third-party beneficiary of Clauses 13, 14, 15, and 16 and may enforce them directly. The Licensor is not a party to this Agreement and has no obligation or liability to you under it.
23.6 Assignment. You may not assign or transfer your rights or obligations under this Agreement without the Company’s prior written consent. The Company may assign its rights and obligations without restriction, including in connection with any merger, acquisition, corporate reorganisation, or sale of assets, subject to notice under Clause 20 where the assignment materially affects your rights.
23.7 Construction. This Agreement shall not be construed against either party by reason of authorship. “Including” and its derivatives mean “without limitation.” Clause headings are for convenience only.
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