Tavaga Mobile Application Terms of Use

Part A- General Terms and Conditions

1. General

1.1 Welcome to Tavaga Mobile Application (“App”). The App is owned and operated by Zikhin Technologies Private Limited, whose registered office is located at Flat No. 41, Building 8-B, Brindaban Society, Thane 400 601.

1.2 For the purpose of these terms of use (“Terms of Use”), “We”, “Us”, “Our” and “Tavaga” means Zikhin Technologies Private Limited and “You”, “Your” or “User” means any person who accesses or uses the App or Our Services. Our “Services”, provided through the App, include:
(a) Providing a proprietary automated technology platform that allows You to generate a list of Exchange Traded Funds (“ETFs”) based on Your personality, risk profile, and market conditions as more fully described in Part A of these Terms of Use (“List”); and
(b) Should You choose to do so, assisting You in making an investment in the ETFs provided in the List, if You comply with the additional terms set out in Part B of these Terms of Use (“Optional Service”).

1.3 By accessing or using this App, You agree to be bound by these Terms of Use and Our other policies made available on the App, including but not limited to the Privacy Policy (“Policies”). Please read the Terms of Use and Our other Policies before doing so. If You do not agree to these Terms of Use or any of Our Policies, please do not use or access the App.

1.4 Your acceptance of these Terms of Use implies that You have the capacity to enter into a legally binding contract as per applicable law, in particular, the Indian Contract Act, 1872.

1.5 Our Services are designed to be compliant with the laws of India. If You access Our Services from locations outside India, You do so at Your own risk and You are solely liable for compliance with applicable local laws.

1.6 We reserve the right to amend all or any of the Terms of Use at Our sole discretion without any prior notice. Your continued use of the App or the Services following any such amendment indicates Your acceptance of such amendment.

1.7 We reserve the right to restrict access to Our App and all of the Services provided therein, if You have been or We have reasonable grounds to believe that You have been convicted of an offence which involves moral turpitude or any offence under the Indian Penal Code, 1860.

1.8 Subject to the above, and Your compliance with these Terms of Use, We grant You a non-exclusive, revocable, limited privilege to access and use the App for personal, non-commercial use.

1.9 You may delete Your Account and discontinue the use of Our Services at any time in accordance with Paragraph 23. Similarly, We will have the right to withdraw Our Services at anytime without assigning any reason whatsoever.

2. Our Services

2.1 Our proprietary technology classifies ETFs into different categories based on market conditions, past performance and other factors. You can use the App, and Your inputs with respect to Your Investment Profile (as defined below), to generate a list of ETFs that is best suited to your Investment Profile.

2.2 Upon accessing the App, You will participate in a mock market simulation game (“Simulation”). The App will propose an approximate investment profile (“Investment Profile”) for You based on how You play the Simulation. You may modify Your Investment Profile if You so choose. You will be able to generate a List of ETFs based on Your Investment Profile. It is clarified that the List generated is specific to Your circumstances and does not in any manner constitute general public advice or a recommendation that You make investments based on it. You make use of the App to generate Your Investment Profile and Your List. While the App and the proprietary technology it uses takes various factors into account including Your Investment Profile, market conditions, past performance and is based on information from sources that We believe to be reliable, We do not guarantee the accuracy, timeliness and completeness of the information provided and We do not warrant any results from the use of the App or Our Services nor guarantee the achievements of Your Goal, whether or not You choose to invest through Us.

3. Fees and Charges

3.1 We reserve the right to charge fees in the future for the Services or any other services offered by Us in addition to any fees that may be charged from You under Paragraph 24.1. Any such changes will be communicated to You by email 7 (seven) days before such change, and will be displayed on the App. Your continuous usage of Our Service even after the introduction of the fees shall be treated as Your acceptance to pay Us the applicable fees.

4. User Obligations

4.1 Our Services are to be used only for their intended purpose, and are not to be misused in any manner, including for undertaking fraudulent transactions, impersonation, etc.

4.2 You warrant that You are using the App on Your own initiative and that You are responsible for compliance with any and all applicable laws.

4.3 You shall use the App only for its intended purposes in a bona fide manner. You shall not:
(a) Use the Services for any purpose that is unlawful or prohibited by the Terms of Use;
(b) Attempt to or gain unauthorized access to any portion or feature of the App including accounts, or any other systems or networks connected to the App or to any server, computer, network, or to any of the Services by hacking, password “mining” or any other illegitimate means;
(c) Directly or indirectly solicit the account information of other users or access or try to access any account which does not belong to You;
(d) Probe, scan or test the vulnerability of the App or any network connected to the App or Services or breach the security or authentication measures on the App or any network connected to the App;
(e) Extract data from the App;
(f) Make any investment recommendations to any person on the basis of outputs from the App;
(g) Attempt to circumvent the regular operation of the App, or reduce the fees or consideration that We may derive from the App by any means including by creating multiple accounts, redirecting traffic or following other fraudulent or deceptive practices;
(h) Collect any user information through automated means, including but not limited to bots, robots, spiders and scrapers without Our prior written permission;
(i) Facilitate or encourage any violation of these Terms of Use or Our other Policies, including the Privacy Policy, as amended from time to time; or
j) Make any statement(s) or comment(s) on the App which is/are inaccurate, false, unfair or defamatory to Us or other users or which violates the legal right of others.

4.4 Further, You agree not to upload, host, display, publish, share or otherwise make available on the App any content or information that:
(a) Belongs to another person and to which You do not have any right;
(b) Contains any content which is non-compliant with the Information Technology Act, 2000, rules, regulations, and guidelines made thereunder, including Rule 3 of The Information Technology (Intermediaries Guidelines) Rules, 2011, Terms of Use or Privacy Policy, as amended or re-enacted from time to time; or
(c) Infringes any intellectual property rights of any third party.

4.5 You agree to be fair, accurate and non-disparaging while leaving comments, feedback, testimonials and reviews on or about the App or the Services.

4.6 You will be responsible for payment of taxes and complying with any applicable laws in relation to any interest or dividend earned by You.

5. Intellectual Property

5.1 If at any time, You make any submissions via or on the App, including but not limited to suggestions, feature ideas, bug reports, comments, You assign all rights in these submissions to Us. Hereafter, We shall be entitled to use the submissions for any purpose whatsoever, without compensation to the maker of the submission. In any event, such submissions are not and will not be treated as confidential and We shall not be liable for any disclosure of the submissions.

5.2 All intellectual property in the App, and in the proprietary material, content and information made available on the App including the graphics, images, photographs, logos, trademarks, the appearance, organisation and layout of the App and the underlying software code belong to Us.

5.3 You must not copy, modify, alter, decompile, reverse engineer, publish, broadcast, distribute, sell or transfer (whether in whole or in part) any such material, except as expressly permitted in these Terms of Use. The information provided on the App and through the Services is for Your personal use only.

6. Breach of Terms of Use

If You have, or We have reasonable grounds to believe that You have violated these terms of use, or that Your use conflicts or interferes with Our reputation, interest or might subject Us to unfavorable legal or regulatory action in any way, We can indefinitely suspend or terminate Your access to the App at any time, and report such action to relevant authorities. We reserve the right to take recourse to all available remedies under applicable law in furtherance of the above.

7. Indemnity

You agree to indemnify Us, Our owners, licensees, affiliates, group companies and their respective officers, directors, agents, and employees, on demand, against any claim, action, damage, loss, liability, cost, charge, expense or payment which We may pay, suffer, incur or are liable for, in relation to any act You do or cause to be done, in breach of the Terms of Use or Your violation of any law, rules or regulations or as result of any third party claims due to Your use of the App.

8. Disclaimer of Warranties and Limitations of Liabilities

8.1 We do not and are not obliged to, include all ETFs available in the market that may suit Your Investment Profile, in the List. By limiting the number of schemes on the App, We do not make any representation as to the quality, bona fides or nature of any ETFs, or any other representation, warranty or guarantee, express or implied.

8.2 We shall not be held liable for any loss or damage or failure to comply with or delay in complying with Our obligations under these Terms of Use which is caused directly or indirectly by any event or circumstances beyond Our reasonable control including due to system failure, network issues, technical snags or loss of data due to any of the preceding reasons, act of God, floods, epidemics, quarantine, riot or war.

9. Availability of App or Services

9.1 The App and Services are provided on an “as is” and “as available” basis without any representation or warranty, express or implied. We do not warrant that:
(a) The App will be constantly available or available at all. We shall have no liability to You for any interruption or delay in access to the App or Services availed through it, irrespective of the cause;
(b) The information on the App or given through Services is complete, true, accurate or non-misleading;
(c) That the App is secure or free of viruses, Trojans or other malware; or
(d) The contents of the App do not infringe any intellectual property rights.

9.2 We reserve the right to modify the App, Our technology and the basis on which Lists and/or Investment Profiles are generated from time to time. This may vary the results that You derive by using the App.

10. Non-solicitation

Nothing in the Terms of Use or on the App shall be considered as solicitation to invest by buying, selling or offering to buy or sell, or a recommendation for, a security, or any other product or service, to You or any person in any jurisdiction where such solicitation, offer, recommendation, purchase or sale would be unlawful under the laws of that jurisdiction.

11. Information and Privacy Policy

11.1 We reserve the right to store and retain any and all Information provided by You including the Services used, Information, Account details and details of the Transactions to comply with applicable laws.

11.2 Any personal information You supply to Us when You use this App or the Services will be used in accordance with Our Privacy Policy available at www.tavaga.com/privacy-policy

12. Third Party Links

All third party advertisements, hyperlinks or other redirection tools on the App which take You to content operated by third parties are not controlled by Us and do not form part of the App. We are not liable for any loss or harm that occurs to You as a result of such sites.

13. Severability and Waiver

If any provisions of these Terms of Use are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of these Terms of Use shall be permitted.

14. Governing Law and Jurisdiction

These Terms of Use shall be governed by and interpreted and construed in accordance with the laws of India as applicable between resident Indians. Any disputes pertaining to the App shall be subject to the exclusive jurisdiction of the appropriate courts in Mumbai, India.

15. Dispute Resolution

15.1 All disputes arising from or in connection with this Agreement shall be settled amicably between the Parties failing which it shall be referred to and finally settled by arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996 as amended from time to time, presided over by a sole arbitrator appointed mutually by the Parties failing which it shall be appointed by the High Court of Mumbai. Judgment upon the arbitral award may be entered in any court having jurisdiction over the Parties or their assets. The arbitration proceedings shall be held at Mumbai. The arbitration proceedings shall be conducted in the English language.

15.2 Notwithstanding the foregoing, a Party may seek appropriate interim or provisional reliefs including any injunctive reliefs in any court having jurisdiction over the subject matter thereof to enforce and/or prevent breach of its rights and remedies in and arising out of this Agreement.

16. Grievance Officer

In accordance with the Information Technology Act, 2000 and the rules made thereunder, the name and contact details of the Grievance Officer are provided below:
Niharika Rao
You may write to her at the following address:
303, Nahar Business Centre, Chandivali, Mumbai 400 072.
OR
Email her at support@tavaga.com

17. Contact Us

Please contact Us for any questions or comments (including all inquiries related to copyright infringement) regarding this App.

18.

This document is an electronic record under the Information Technology Act, 2000 and the rules thereunder. This electronic record is generated by a computer system and does not require any physical or digital signatures.

19.

This document is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 that require publishing the rules and regulations, Privacy Policy and Terms of Use for access to or usage of this App.

Part B- Terms Specific to Optional Services

20. General

20.1 Our Optional Services let You invest in the ETFs provided in the List using Our assistance. We are registered as sub-brokers with the Securities and Exchange Board of India (SEBI) holding registration no. AP0478076433 and We or Our subsidiaries have arrangements for investing in ETFs with a stock broker registered with SEBI (“Broker”) through which We enable You to invest in ETFs using Our App.

20.2 Upon the receipt of the List, You shall be required to confirm if You would wish to continue using Our Services, wherein, You may choose to use Our Optional Services and agree to comply with the terms contained in this Part B in addition to Part A.

21. Optional Servies

21.1 In order to use Our Optional Services, You are required to create an account (“Account”) by providing the following details:
(a) Name;
(b) Email Address;
(c) Mobile Number;
(d) PAN Number;
(e) Date of Birth;
(f) A PIN code to be created by You which shall be required to be entered each time You use Our Optional Services;
(g) Your bank account details from which You could choose to make payments, if any; and
(h) Details required for KYC forms and Account Opening form; (Collectively, the “Information”). Any document as required above shall be uploaded by You in soft copy on the App at the time of creating the Account.

21.2 You will ensure that the Information provided by You is accurate, true and up to date at all times.

21.3 Upon successful creation of the Account, You will be issued a username and password, linked to Your Account. User Accounts are personal, confidential and not transferable. You will be responsible for all information and content posted under Your Account. You will create only one Account and will not create successive Accounts unless the previous Account is duly deleted.

21.4 You shall be solely responsible for the confidentiality of the username, password and PIN used by You to access the App and Our Services and shall not disclose the same to anybody and shall take all possible care to prevent discovery of the username, password and PIN by any person. In any event, We are not liable or responsible for any unauthorized access to Your Account. You will immediately notify Us of any unauthorized use of Your Account or any other breach of these Terms of Use or security known to You.

21.5 By providing Us with the Information, You agree that the contact number supplied by You is not part of any “do not call” registry or its equivalent, anywhere in the world and that We may use the Information to send You communication, notices or alerts that are transactional, informational and promotional in nature, from time to time.

21.6 Parameters
After creation of Your Account, You will specify the amount You wish to invest (“Investment Amount”) and the frequency with which You want to make the investment (“Investment Frequency”). You may choose Your Investment Frequency to be monthly or one time. The App allows goal-based investing, that is, it allows You to factor Your personal financial goals, such as buying a house, planning a vacation, foreign education, etc while making investments. Accordingly, You will need to set the target amount to be achieved (“Goal”) and based on the combination of Your Investment Amount, Your Investment Frequency, Your Investment Profile and Your Goal, (collectively, “Parameters”), You will be able to estimate a reasonable time frame in which You can achieve You Goal. You may adjust the Parameters to achieve Your desired time frame.

21.7 You may modify any of Your Parameters at any time and the App will accordingly modify the selection of Your investment to match the new Parameters within reasonable time.

21.8 You may also set multiple Goals and specify different Investment Amount for each of the Goals. However, You cannot modify Your Investment Profile and it shall remain the same for all Your Goals.

21.9 Completion of KYC
After You provide Your Parameters, Your Account will need to be activated. For activation of Your Account, We shall email You pre-filled account opening form to Your registered email address. You are required to print the account opening form, read it carefully, and send a duly signed copy to Us at 303, Nahar Business Centre, Chandivali, Mumbai 400 072 within 7 (seven) business days of receiving the forms. If You have a KYC record with Central Depository Services Limited (“CDSL”), You authorize Us to obtain Your details from CDSL. However, if You are not registered as a KYC compliant customer with CDSL, in addition to the form sent by Us to You, You will have to send Us a duly filled KYC form which would be emailed to your registered email id. Your Account will be activated after completing Your KYC formalities. It is clarified that no further actions using Your Account can be initiated until the KYC procedure is complete and We have received duly filled forms from You.

21.10 By providing the Information and consenting to avail Our Optional Services, You authorize Us to invest on Your behalf through Our Broker, in certain specific ETFs from the List generated by You (“Transaction”). You further authorize Us to transfer all Information, details of Your Investment Amount, Investment Frequency and KYC records including Your signature(s) to Our Broker for processing the Transactions. By authorizing Us, You represent and warrant that You have read the terms and conditions of the relevant ETFs.

21.11 Upon receiving Your consent to use Our Optional Services, the KYC documents and other information provided by You to Us will be provided to the Broker for the purpose of opening an account for undertaking the Transactions for You. You shall provide any and all information that may be required by Us or the Broker from time to time in compliance with existing legal norms and regulations, including but not limited to contact information, address and tax related information and any information required under existing or future KYC norms and laws or as may be deemed necessary to authenticate Your profile or any action taken using Your Account. You agree that We may take steps to verify the veracity of such information provided and You shall co-operate with Us in providing all information requested by Us. You acknowledge that failure to provide such information in a timely manner may result in ineligibility to avail some or all of Our Services and We shall not be liable for any losses of whatsoever nature resulting from such failure to provide information on Your part. Any information provided by You may be required to be shared with relevant regulatory or statutory authorities and You authorize Us to provide all information to such regulatory or statutory authorities as and when required. Processing of Transactions

21.12 All transfers of Investment Amount shall be made by You directly in the name of the Broker by issuing a NACH Mandate in the favor of Our Broker. The Investment Amount is not a deposit with Us and is not insured.

21.13 You acknowledge and agree that processing of all Transactions from Your bank account, may take 1 (one) to 7 (seven) calendar days excluding bank holidays.

21.14 If for any reason the Broker is unable to allow a Transaction for purchase or redemption of the full quantity of units of ETFs proposed to be transacted for You through Our Services, the Broker shall be entitled to process a lesser quantity of units than the proposed quantity of units to be purchased or redeemed. In such an event, We or the Broker shall not be liable for non-execution of Transactions for the entire or remaining quantity of units.

21.15 If the Investment Amount specified by You cannot be invested in full due to the pricing of the instrument and rounding-off errors, the balance amount would remain in Your brokerage account with the Broker, which can be utilized by You for future investment.

21.16 You acknowledge and agree that any Transactions made cannot be cancelled. However, You may choose to discontinue using Our Services as per Paragraph 23. We may consolidate Your Investment Amount from Your different Goals for the purposes of the Transactions. However, You can track each of Your Goals individually.

21.17 You may track Your Investment Amount, Transactions made and the progress made in relation to Your Goal at any time on the App.

21.18 The App will remember Your Parameters and will suggest rebalancing of Your investment portfolio on the App to increase the chances of You achieving Your Goals in a timely manner. You may choose to undertake Transactions based on the recommendations generated by the App. If You do not modify Your investment portfolio on the App based on the recommendations, it may add additional uncertainty to the achievement of Your Goals.

21.19 You may request a copy of any scheme related or policy documents by emailing Us at support@tavaga.com.

21.20 You shall inform Us promptly and in either case within 2 (two) business days if You have failed to carry out Your commitments in relation to any securities or if You are in default with any other stock broker or sub-broker.

21.21 Compliance and Grievance Redressal: In case of any queries or grievance with respect to the Transaction or any investments made by You by using Our Services, please contact support@tavaga.com.

22. Services Disclaimers and Warranties

22.1 We will look to You for clear guidance on Your Goals and Investment Profile. We shall not review or analyze Your Goals, Investment Profile or Your current financial position and shall not be liable for any investments selected based on the information provided by You. Accordingly, before making an investment decision, You need to consider whether the List or any other information generated by You using Our App is appropriate for Your investment objectives, financial situations and needs. Moreover, the information provided by using the algorithm and Our Services may not be suitable for all investors. You should undertake an independent analysis of the suitability of Our Services, based on Your specific circumstances.

22.2 We shall not be liable for any losses, damages, expenses, costs or claims resulting out of fraudulent or unauthorized use or access of Your Information or KYC records.

22.3 We do not in any manner:
(a) Guarantee payments on any ETFs;
(b) Guarantee liquidity of any ETFs;
(c) Guarantee the payments of any interest or dividends;
d) Promise good delivery; or
(e) Promise, indicate or guarantee any returns.

22.4 We shall be under no duty to verify compliance with any restrictions on Your authority or power to invest.

22.5 By using Our Services, You acknowledge and agree that investment in ETFs are subject to market risks including the possible loss of the Investment Amount. Past performance may or may not be sustained. We recommend that You invest only from Your disposable income. We do not recommend investing any monies by taking a loan or investing the entirety of Your savings. Invest only that amount which You are willing to lose.

22.6 It is clarified that We do not gain or seek to gain any direct or indirect personal advantage from the Transactions and shall not consider Your interest inferior to Our own and will intimate You if there is any conflict of interest.

22.7 We undertake to provide Our Optional Services on a best efforts basis within the ambit of SEBI Regulations and any other applicable law.

22.8 We shall, at Our sole discretion, not process any Transactions where the Transactions are designed in a manner to violate any law.

22.9 We reserve the right to amend, modify, restrict, suspend or discontinue Your access to any or all parts of the App without prior notice. If Your Account has been disabled, suspended or discontinued by Us, You will not create a new Account, whether with Your information, or otherwise.

23. Termination and Exit

23.1 You may choose to discontinue using Our Optional Services at any time, in any of the following ways:
(a) You may choose to discontinue Your investment under one or more Goals. We will facilitate the refund of any amounts due to You after off-setting any claims that may be due;
(b) You may choose to discontinue Your investment under a particular Goal and transfer the Investment Amount of such Goal to another Goal specified by You in the App; or
(c) You may choose to manage Your investment directly and enter into suitable arrangements with the Broker or any other sub-broker.

23.2 It is clarified that uninstalling the App does not result in termination of Your use of the Services.

24. Fees and Charges

24.1 You will be charged a brokerage fee by the Broker for all the Transactions.

24.2 In the event We modify the Fees payable in accordance with Paragraph 3.1 and If You do not wish to pay the modified Fees then You may withdraw Your Investment and discontinue the use of Our Services without incurring any additional costs payable to Us. You agree that any charges or fees levied by Us are in addition to any brokerage fees charged by the Broker. All Fees shall be paid by You in full without any counter claim, set-off or withholding.

25. Transfer of Investment amount

25.1 The Investment Amount shall be transferred using only National Automated Clearing House (“NACH”) facility provided by National Payments Corporation of India. In order to avail the NACH facility, the bank in which You hold the Account which You desire to use for making payments for the Transactions should be a NACH participating bank. We would send You a form to execute the NACH Mandate which needs to be duly filled by You and sent back to Us at 303, Nahar Business Centre, Chandivali, Mumbai 400 072, within 7 (seven) days of receiving it.

25.2 In order to make payments to Your brokerage account through NACH, you will be required to register a mandate for Your investment portfolio on the App (“NACH Mandate”). The NACH Mandate will be an agreement between You, Your bank and the Broker authorizing the Broker to debit Your bank account with the Investment Amount, as per the Investment Frequency specified by You. Registration of a NACH Mandate may take up to 10 (ten) business days. The Transactions shall be solely processed by the Broker after the Investment Amount is received by them. Alternatively, You may transfer the Investment Amount using NEFT in the Broker’s account, as per the details which shall be shared with You by the Broker upon demand.

25.3 You choose to use the App and the Services at Your own risk. These risks may include, but not be limited, to the following:
(a) Internet Frauds: We use the internet to provide Our Services and while We take measures to protect Your data, using the internet has well-publicized risks including delays, non-delivery, data corruption, hacking, interception, unauthorized amendment and other tampering and, in some cases may compromise confidentiality. Additionally, viruses, worms, Trojan horses and other malicious code may add to the risk. Because We cannot the guarantee the security of data transmitted through internet, We will not be liable if data is delayed, not received, corrupted, used to hack into systems, intercepted, amended without authority or otherwise tampered with or if confidentiality or privacy is lost.
(b) Mistakes and Errors: The filling in of applicable data for Transactions requires proper, accurate and complete details. In the event You receive any incorrect credit by reason of a mistake by any Broker or any third party, the concerned Broker or third party shall be entitled to reverse the incorrect credit at any time whatsoever. You shall be liable and responsible to the Broker to accede to instructions without questions for any unfair or unjust gain obtained by You as a result of the same.
(c) Technology Risks: The technology for enabling Our Services may be affected by virus or other malicious, destructive or corrupting code, program or macro. Further, the technology may require updates or maintenance and during such time Our Services may not be available which could result in delays in processing Your Transactions. Additionally, We may roll-out updates to the App which You would be required to download. We shall not be liable for any damages, loss of profits or prejudice suffered due to any of the technology risks outlined above or Your failure to download and install the updates provided by Us from time to time.
(d) Limits: We may from time to time impose maximum and minimum limits on the Investment Amount and You acknowledge and agree that the same are being imposed to reduce Your risk and that You shall be bound by such limits and shall strictly comply with them.

25.4 You agree to bear the bank charges, if any, towards the transfer of Investment Amounts or any other transaction carried out by You through Your bank and We shall not be liable to reimburse any such charges.

26. Disclaimer

26.1 We shall not be liable for any delay, failure or refusal of any Broker in processing the transactions or any interest or dividend arising thereof or for any loss, damages or prejudice suffered due to any reason entirely attributable to an error or gross negligence of the Broker or the stock exchanges.

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