Clearsharp Advisory Services - Terms of Service

Terms of Use for RIA Services

Last updated : 31 March 2026

Clearsharp Technology Pvt. Ltd (“Company” “our” or “we” or “us”) is a registered investment adviser authorized by the Securities Exchange Board of India, bearing registration number INA000020439. It is a company incorporated under the Companies Act 1956 having its registered office at X - 58, II Floor, Loha Mandi, Naraina New Delhi West Delhi DL 110028 IN and its Corporate Office at Ground Floor, 2A, AMR Tech Park, Bangalore -560068 CIN: U72200DL2011PTC218497.

These Terms of Use ("Terms") govern the access to and use of the Services (as defined hereinafter) provided by the Company to the user (hereinafter “you”, “your”, or “User”) on the (www.blackbycleartax.in) (“Platform”). By accessing or using the Services on the Platform, you agree to be bound by these Terms and the privacy policy available at blackbycleartax/privacypolicy If you do not agree to these Terms, you may not avail the Services.

These Terms are an electronic record in terms of the applicable Indian data protection laws and constitute a binding and legally enforceable contract between the Company and the User.

Defmacro Software Private Limited (“Cleartax”), a company incorporated under the Companies Act, 2013 having its registered office at Cabin No. 206, Ofis Square Tower, Sushant Lok, Phase-I, Triangle, DLF QE Gurgaon, DLF QE, Haryana, India – 1220028, provides the Platform to the Company. Cleartax operates exclusively as a technology facilitator, enabling users to access the Services through the Platform and Cleartax’s involvement is strictly limited to the provision and maintenance of the Platform technology, and Cleartax does not participate in the delivery of the Services themselves. For abundant clarity, Cleartax has no involvement in, control over, or responsibility for the Services offered to the Users, through the Platform.

User and Company are each a “Party” and collectively the “Parties”.

1. Acceptance of Terms

By creating an account, accessing, or using the Services on the Platform, you confirm that you have read, understood, and agree to be bound by these Terms. You represent that you are at least 18 (eighteen) years of age and have not been previously suspended or removed by the Company, or disqualified for any other reason, from using the Platform. In addition, you represent and warrant that you have the right, authority and capacity to agree to the Terms and to abide by them. You shall not impersonate any person or entity, or falsely state or otherwise misrepresent your identity, age or affiliation with any person or entity. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if the Company has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, the Company may terminate your access to, and refuse current or future use of any or all of the Services provided on the Platform. In the event of any violation of the Terms, the Company reserves the right to suspend or permanently prevent you from using the Services on the Platform.

2. Services Provided

2.1. Execution services, which include facilitating the purchase, sale, and switching of investment instruments, specifically for direct plans of mutual fund schemes, through the Platform.

2.2. Transaction advisory services specifically for direct plans of mutual fund schemes, through the Platform (Collectively, the “Services”).

3. Statutory Disclaimers and Risk Warnings

In accordance with SEBI and regulatory standards, you agree and acknowledge the following:

3.1. Standard Risk Warning: Investment in securities market is subject to market risks. Read all the related documents carefully before investing.

3.2. Regulatory Disclaimer: Registration granted by SEBI, enlistment with BSE and certification from NISM in no way guarantee performance of the intermediary or provide any assurance of returns to investors.

3.3. Information Integrity: While the Company attempts to ensure the integrity of the content on the Platform, we do not guarantee its completeness, correctness, or accuracy, as some details may be acquired from third parties.

3.4. Non-Reliance: Information on the Platform is for general informational purposes only and should not be construed as advice unless specifically marked as ‘Advice’. Output from any ‘Tools’ or ‘Analysis’ does not guarantee any specific returns.

4. User Responsibilities and Conduct

4.1. You agree to use the Platform only for lawful purposes and in a manner that does not infringe the rights of, restrict, or inhibit anyone else's use and enjoyment of the Platform. You are responsible for the accuracy of the data you input into the Platform.

4.2. Account and Security: You are responsible for maintaining the confidentiality of your login credentials. We reserve the right to suspend or terminate accounts immediately that engage in suspicious or unauthorized activity.

4.3. You agree not to:

4.3.1. Use the Platform for any illegal or unauthorized purpose.

4.3.2. Interfere with or disrupt the integrity or performance of the Platform or the data contained therein.

4.3.3. Attempt to gain unauthorized access to the Platform or its related systems or networks.

4.3.4. Upload or transmit any viruses, worms, defects, Trojan horses, or any other items of a destructive nature.

4.3.5. Post or transmit any message, data, image or program which is blasphemous, vulgar, or offensive in nature.

4.3.6. Use any robot, spider, site search/retrieval application, or other automated device, process, or means to access, retrieve, scrape, or index any portion of the Platform.

4.3.7. Collect or store personal data about other Users without their express permission.

4.3.8. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

4.3.9. Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of as regards Services or Platform or any part thereof, except and only to the extent this is expressly permissible by applicable law.

5. Privacy

Your privacy is important to us. Our privacy policy, available at blackbycleartax/privacypolicy explains how we collect, use, and protect your personal information when you use the Services on the Platform. By using the Services on the Platform, you consent to our collection and use of your data as outlined in the privacy policy.

6. General Online Acceptance and KYC Consent

By accessing or using the Services on the Platform, you provide the following explicit authorizations:

6.1. KYC Information Utilization: You hereby allow the Company to utilize your KYC information (identity, name, PAN, age, address, and signature) for transmission to Asset Management Companies (AMC) for validation and regulatory compliance.

6.2. Signature Verification: You accept that for any transactions submitted offline (wet signatures), the signature available in your KYC records will be used for verification.

6.3. Data Sharing: You consent to share data feeds of your transactions with the SEBI Registered advisors on whose advice you have invested.

6.4. Information Updates: You will be liable to inform the Company /AMC of any change in KYC information; in the absence of updated or legible records, the Company /AMC may carry out further checks or reject offline requests.

7. KYC and Investment Account Protocols

Prior to utilizing the Services, the Users must fulfil all Know Your Customer (KYC) requirements through a KYC Registration Agency (KRA) per applicable SEBI guidelines.

7.1. Unified KYC: The process is common across the Services.

7.2. Document Submission: If additional documentation is requested, the User must submit it within three (3) working days.

7.3. Account Cancellation: Failure to validate an account within the designated timeframe grants the Company the right to cancel orders and initiate refunds.

8. Mutual Fund Specific Declarations

The User represents and warrants the following regarding its investments in mutual funds:

8.1. Execution Agreement: You represent that you have entered into a Financial Services Execution Agreement with the Company.

8.2. Authorization to Disclose: You authorize the AMC / Mutual Fund (MF) to execute transactions pertaining to direct investments routed through the Platform and to share investment details and personal data with the Company.

8.3. Legitimate Sources: You declare that invested amounts are derived through legitimate sources and are not designed for the purpose of contravention of any applicable law.

8.4. Non-Inducement: You confirm you have understood the scheme details for the relevant mutual fund and have not been induced by any rebate or gifts to make this investment.

8.5. NRI Declarations: Non-Residents confirm that funds are remitted through approved banking channels or NRE / NRO / FCNR Accounts.

9. Non-Refundable Investments

9.1. Investments in direct mutual funds are non-refundable once units are allotted by the Asset Management Company (AMC). Our platform does not permit refunds or cancellations for completed transactions. Refunds may be processed solely if the transaction fails (no units allotted), at Operations' discretion, within 7-10 business days to the original payment method.

10. Third-Party Websites and Services

10.1. The Platform may contain links to third-party websites or services that are not owned or controlled by the Company. We have no control over, and assume no responsibility for, the accuracy, content, reliability, privacy policies, or data practices of any third-party websites or services. You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

11. Disclaimer of Warranties

11.1. The Platform is provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, the Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

11.2. The Company does not warrant that the Services will be uninterrupted, secure, or error-free, that defects will be corrected.

11.3. While we strive to provide accurate information, the delivery of the Services relies on User input and/or third-party sources, and we do not guarantee the accuracy, completeness, or timeliness of the data displayed.

12. Disclaimer of Liability for Investment Decisions

12.1. The User expressly acknowledges and agrees that all investment decisions are made solely by the User in its independent discretion and judgment, and at its own risk. The User shall bear full and exclusive responsibility for, and all risks, losses, costs and consequences arising from or in connection with, any such investment decisions. The Company does not assume, and hereby expressly disclaims, any liability whatsoever in relation to the Client’s investment decisions or the outcomes thereof.

13. Indemnification

13.1. Notwithstanding anything contained herein, you agree to defend, indemnify and hold harmless the Company (and its affiliates, officers, directors and employees) upon demand from and against any and all damages, actions, proceedings, claims, demands, costs, losses, liabilities, diminution in value, loss of earnings, profits and revenue, opportunity costs, expenses (including court costs and reasonable attorneys’ legal fees) in connection with, arising out of, or in relation to (i) breach or non-compliance of its obligations, consents, grants, undertakings, representations or warranties under these Terms; (ii) misrepresentation, negligence, fraud, wilful concealment and misconduct; (iii) misuse of the Platform/ Services for any illegal or unauthorised purposes; (iv) any claims by a third party on the Company for the acts committed or omitted by you; (v) any violation of applicable law; (vi) infringement of any right of any third party; and/or (vii) any other matter for which you are responsible hereunder or under applicable law.

14. Limitation of Liability

14.1. We shall not under any circumstances be liable for any damages of any kind arising out of, in connection with or relating to the use of or inability to use the Services on the Platform, including any liability: (i) as a publisher of information; (ii) for any incorrect or inaccurate information or any ‘bug’ of the Platform or the Services; (iii) for any unauthorized access to or disclosure of your transmissions or data; (iv) for statements or conduct of any third party on or via the Platform; (v) for any disputes between Users of the Services, or between a User of the Services and a third party; or (vi) for any other matter relating to the Platform or the Services, or any third party.

14.2. This is a comprehensive limitation of liability that applies to all damages of any kind, including any direct, indirect, special, incidental or consequential damages, including, without limitation, any loss of profits, loss of business, loss of opportunity, loss of data, or reputational harm, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, whether the damages are foreseeable and whether or not the Company has been advised of the possibility of such damages.

14.3. The foregoing limitation of liability shall apply to the fullest extent permitted by law and in no event shall the Company’s maximum cumulative liability to you under any cause(s) of action (whether in contract, tort, indemnification or otherwise) exceed, in the aggregate, the amount you have paid us in the one month immediately preceding the applicable claim or series of claims. If you have not made any payments to the Company, the Company shall not have any liability toward you.

15. Termination

15.1. We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Services will immediately cease.

16. Miscellaneous

16.1. Notice: All notices, requests, demands, approvals, requests for approvals or other communications under the Terms shall be in writing. Notice will be sufficiently given for all purposes as follows: (i) upon delivery when personally delivered to the recipient, (ii) upon receipt when mailed by certified mail (iii) upon delivery when delivered by recognized international overnight courier, and (iv) upon receipt when sent by email with confirmation.

16.2. Merger/Modification: Each Party acknowledges that it has read the Terms, it understands it, and agrees to be bound by its terms, and further agrees that this is the complete and exclusive statement of the Terms between the Parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the Parties relating to the Terms.

16.3. Governing Law and Jurisdiction: These Terms shall be governed by and construed and enforced in accordance with the laws of India. Any controversies, conflicts, disputes, or differences arising out of these Terms shall be resolved by arbitration seated at New Delhi in accordance with the Arbitration and Conciliation Act, 1996 by a sole arbitrator appointed by the Company. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding on all the Parties hereto. Subject to above, the courts at New Delhi, India shall have exclusive jurisdiction over all issues arising out of these Terms or the use of the Services.

16.4. Severability: If any provision of the Terms is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted and all other terms and provisions of the Terms shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify the Terms so as to effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

16.5. Waiver: A waiver by either Party of any terms or conditions of the Terms in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in the Terms shall be cumulative, and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party.

16.6. Relationship of Parties: The Parties are not employees, agents, partners or joint venturers of each other. You shall not have the right to enter into any agreement on behalf of the Company.

16.7. Entire Terms: The entire understanding between the Parties hereto relating to the subject matter hereof is contained herein and the Parties make no warranties, representations or undertakings hereto except as expressly provided herein. The User agrees that the execution services provided through the Platform shall additionally be governed by the Financial Services Execution Agreement annexed hereto as Annexure A, which is incorporated herein by reference and shall form an integral part of these Terms.

16.8. Assignment: Notwithstanding anything contained herein, you agree and covenant that the Company may, at its sole discretion, be entitled to assign its rights and obligations under this Terms to any of its affiliates or to any entity, and in such case, such affiliate or entity shall be entitled to enforce these Terms.

16.9. Force Majeure: Except for your payment obligation, if any, neither Party shall be liable for a failure or delay in performing any of its obligations under the Terms if, but only to the extent that, such failure or delay is due to causes beyond the reasonable control of the affected party, including, but not limited to (1) acts of God; (2) fire or explosion (except to the extent caused by the negligence or willful misconduct of the affected party); (3) unusually severe weather; (4) war, invasion, riot, or other civil unrest; (5) governmental laws, orders, restrictions, actions, embargoes, or blockages; (6) national or regional emergency; and (7) injunctions, strikes, lockouts, labor trouble, or other industrial disturbances; provided that the party affected shall promptly notify the other of the force majeure condition and shall exert reasonable efforts to eliminate, cure, or overcome any such causes and to resume performance of its obligations as soon as practicable.

17. Changes to Terms

17.1. Please note that these Terms may change from time to time. We reserve the right to modify or amend these Terms. While we will make reasonable efforts to keep you posted on any updates to these Terms, to make sure that you are aware of any changes, we encourage you to periodically review them whenever accessing or using the Services to be continuously aware of the changes that we may be carrying out to these Terms.

17.2. The “Last Updated” date at the top of the Terms indicates when the most recent modifications were made to the Terms. In the event we modify these Terms, by continuing to access and use the Services, you will have confirmed your acceptance to any such modifications. Your continued use will be adequate proof that you have expressly agreed to the terms of these Terms which shall apply from the date of your first use of the Services. In addition, when using the Services, you will be subject to any posted guidelines, supplementary terms, policies, or disclaimers made available or issued by us from time to time, including but not limited to the Privacy Policy available at blackbycleartax/privacypolicy. All such supplementary terms, policies, guidelines or disclaimers are hereby incorporated by reference into these Terms.

18. Grievance Officer

For any grievances or concerns, please contact our designated Grievance Officer:

Officer: Adithya V V

Email: adithya.v@clearsharp.in

Address: X - 58, IInd FLOOR, Loha Mandi, Naraina, West Delhi, New Delhi, 110028

Contact No: 9538192952

SEBI Regional Office: NBCC Complex, Office Tower-1, 8th Floor, Plate B, East Kidwai Nagar, New Delhi - 110023.

ANNEXURE A

FINANCIAL SERVICES EXECUTION AGREEMENT

This Financial Services Execution Agreement (the "Agreement") is entered into by and between:

Clearsharp Technology Private Limited, a company incorporated under the Companies Act, 2013, having CIN: U72200DL2011PTC218497 and its registered office at X - 58, IInd FLOOR, Loha Mandi, Naraina, West Delhi, New Delhi, 110028 and corporate office at (hereinafter referred to as the "RIA" or "Company"). The Company is a SEBI Registered Investment Adviser (Registration No. INA000020439).

AND

The user, being a natural person who has registered on www.blackbycleartax.in (“Platform”) for availing the Services (hereinafter referred to as the "Client").

The RIA and the Client are collectively referred to as the "Parties", and individually as a party.

1. Scope of Services

1.1. The Client hereby appoints the RIA to provide execution services, which include facilitating the purchase, sale, and switching of investment instruments, specifically in direct Plans of mutual fund schemes, through the Platform.

2. KYC Compliance and Consent for KYC Authorization

2.1. The Client hereby allows the RIA to utilize their KYC information, including identity (Name, PAN, Age) and address, for the purpose of validation with Asset Management Companies (AMC) and regulatory authorities.

2.2. Signature Verification: The Client accepts that for any offline transactions, the signature available in their KYC records will be used for verification purposes.

2.3. Information Updates: The Client is solely liable to inform the RIA of any changes in KYC information or signatures.

3. Mutual Fund Investment Declarations

3.1. Authorization to Disclose: The Client authorizes the relevant asset management companies and mutual funds to execute transactions routed through the RIA’s digital interface and to share personal data and transaction feeds with the RIA.

3.2. Source of Funds – General Declaration. The Client hereby declares, represents and warrants that: all amounts invested or to be invested through the Platform are derived from legitimate sources and have been lawfully earned, acquired or obtained in compliance with all applicable Indian laws, rules and regulations; the invested amounts do not represent, directly or indirectly, the proceeds of any criminal activity, tax evasion, corruption, money laundering, terrorist financing, or any other unlawful activity; the Client is the true, lawful and beneficial owner of all funds invested through the Platform and is investing on its own behalf and not as a nominee, agent, or representative of any undisclosed third party; all applicable taxes on the funds invested have been duly paid or accounted for in accordance with applicable Indian tax laws including the Income Tax Act, 1961; and the investments made through the RIA's Platform do not violate any provisions of the Prevention of Money Laundering Act, 2002 ("PMLA"), the Foreign Exchange Management Act, 1999 ("FEMA"), or any other applicable law.

3.3. Ongoing Obligation. The Client agrees and undertakes that the above declarations shall be deemed to be repeated each time the Client undertakes a transaction through the Platform and shall remain true, accurate and complete at all times during the subsistence of the Client's relationship with the RIA.

3.4. Disclosure Obligation. The Client agrees to promptly notify the RIA in writing if any of the above declarations cease to be true, accurate or complete at any time during the subsistence of the Client's relationship with the RIA, and shall provide such additional information and documentation as may be reasonably required by the RIA, AMC, or any regulatory authority to verify the source of funds.

3.5. Consequences of Breach. The Client acknowledges that any breach of the above declarations may result in: suspension or termination of the Client's account with the RIA; reporting of the Client to the relevant regulatory or law enforcement authorities as required under applicable law including PMLA; rejection or reversal of transactions executed through the Platform; and such other consequences as may be prescribed under applicable law.

3.6. Indemnification. The Client agrees to indemnify and hold harmless the RIA, its directors, officers, employees and agents from and against any third-party claims, losses, damages, penalties, fines and reasonable costs arising solely from any breach of the declarations and representations made in this clause, subject to the limitations of liability set forth in this Agreement.

3.7. Non-Inducement: The Client hereby confirms and declares that it has not received, been offered, or been induced by any rebate, gift, commission, gratification, or other benefit, whether monetary or non-monetary, directly or indirectly, from the RIA, its associates, agents, or any third party, in connection with or as an inducement to make investments through the Platform, and that all investment decisions have been made independently and solely on the basis of the Client's own assessment of its financial needs and objectives and the merits of the investment, in compliance with applicable law. This declaration shall be deemed repeated with each transaction executed through the Platform.

4. Risks and Disclaimers

4.1. Market Risks: The Client hereby acknowledges and confirms that investments in mutual funds and the securities market are subject to market risks, including the risk of loss of principal, and that past performance of any scheme is not indicative of future returns. The Client declares that it has independently read, understood, and carefully considered all relevant scheme-related documents including the Scheme Information Document ("SID"), Key Information Memorandum ("KIM"), and Statement of Additional Information ("SAI") prior to making any investment decision, and has not relied solely on any oral or written representations made by the RIA or its representatives in making such investment decisions. The Client further acknowledges that it has had sufficient opportunity to seek independent financial, legal, and tax advice before investing and that all investment decisions are made at the Client's own risk and discretion. This declaration shall be deemed repeated with each transaction executed through the Platform.

4.2. No Guarantee of Returns: The Client understands that SEBI registration and BSE enlistment do not guarantee the performance of the RIA or provide any assurance of returns. The Client hereby acknowledges and confirms that the registration of the RIA with the Securities and Exchange Board of India ("SEBI") as a Registered Investment Advisor and its enlistment with BSE Limited are regulatory compliances intended solely to ensure adherence to applicable laws and regulations, and do not in any manner guarantee, assure, or warrant the performance, quality, or outcomes of the services provided by the RIA, nor do they provide any assurance of returns, protection against losses, or endorsement of any investment recommendation or strategy adopted by the RIA.

5. Indemnity and Liability

5.1. General Indemnity: The Client agrees to indemnify, defend and hold harmless the RIA, its directors, officers, employees, agents and representatives, and the AMC, its authorized registrars, trustees and affiliates (collectively the "Indemnified Parties") from and against any and all actions, proceedings, claims, losses, damages, liabilities, penalties, demands, fines and reasonable costs and expenses incurred and suffered by the Indemnified Parties, arising out of or in connection with: (i) any breach by the Client of any representation, warranty, declaration, undertaking or obligation made or assumed by the Client under this Agreement; (ii) any information shared, transferred or authorized by the Client under this Agreement that is found to be false, inaccurate, incomplete or misleading; (iii) any unauthorized, fraudulent or illegal transactions executed through the Client's account on the Platform; (iv) the Client's violation of any applicable law, rule, regulation, or regulatory guideline including SEBI regulations, PMLA, and the Income Tax Act, 1961; or (v) any claim by a third party arising from the Client's use of the Platform. The Client's indemnification obligations shall survive the termination or expiry of this Agreement.

5.2. Account Security: The Client is solely responsible for maintaining the strict confidentiality and security of their platform credentials and any authentication information used to access the Platform (collectively "Credentials"). The Client agrees and undertakes to: (i) not share, disclose, or transfer its Credentials with any third party under any circumstances; (ii) use the Platform solely for its own investment purposes; (iii) immediately notify the RIA in writing upon becoming aware of any unauthorized access to or use of its account or any breach or suspected breach of its Credentials; (iv) not attempt to circumvent, hack, or interfere with the security features of the Platform. The Client acknowledges and agrees that it shall be solely liable for all transactions executed through its account, whether authorized or unauthorized, until the RIA has received written notice of unauthorized access and has had a reasonable opportunity to suspend the account. The RIA shall not be liable for any loss or damage arising from the Client's failure to maintain the confidentiality of its Credentials or from the Client's failure to promptly notify the RIA of any unauthorized access.

6. Record Maintenance and Electronic Records

6.1. The RIA shall maintain the confidentiality and safe-keeping of all records evidencing the Client’s declarations and consents.

6.2. The Parties agree that this Agreement is an electronic record under the Information Technology Act, 2000 (as amended or replaced from time to time), and is legally binding without physical signatures.

7. Exclusion of Liability

7.1. We shall not under any circumstances be liable for any damages of any kind arising out of, in connection with or relating to the use of or inability to use the Services on the Platform including any liability: (i) as a publisher of information; (ii) for any incorrect or inaccurate information or any ‘bug’ of the Platform or the Services; (iii) for any unauthorized access to or disclosure of your transmissions or data; (iv) for statements or conduct of any third party on or via the Platform; (v) for any disputes between users of the Services, or between a user of the Services and a third party; or (vi) for any other matter relating to the Platform or the Services, or any third party.

7.2. This is a comprehensive limitation of liability that applies to all damages of any kind, including any direct, indirect, special, incidental or consequential damages, including, without limitation, any loss of profits, loss of business, loss of opportunity, loss of data, or reputational harm, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, whether the damages are foreseeable and whether or not the RIA has been advised of the possibility of such damages.

7.3. The foregoing limitation of liability shall apply to the fullest extent permitted by law and in no event shall the RIA’s maximum cumulative liability to you under any cause(s) of action (whether in contract, tort, indemnification or otherwise) exceed, in the aggregate, the amount the Client has paid us in the one month immediately preceding the applicable claim or series of claims. If the Client has not made any payments to the RIA, the RIA shall not have any liability toward the Client.

8. Termination

8.1. We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach this Agreement. Upon termination, your right to use the Services will immediately cease.

9. Miscellaneous

9.1. Notice: All notices, requests, demands, approvals, requests for approvals or other communications under the Terms shall be in writing. Notice will be sufficiently given for all purposes as follows: (i) upon delivery when personally delivered to the recipient, (ii) upon receipt when mailed by certified mail (iii) upon delivery when delivered by recognized international overnight courier, and (iv) upon receipt when sent by email with confirmation.

9.2. Severability: If any provision of the Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted and all other terms and provisions of the Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify the Agreement so as to effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

9.3. Entire Agreement. This Agreement read with the Terms constitutes the entire understanding between the Parties hereto relating to the subject matter hereof and the Parties make no warranties, representations or undertakings hereto except as expressly provided herein.

9.4. Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of India. Any controversies, conflicts, disputes, or differences arising out of this Agreement shall be resolved by arbitration seated at New Delhi in accordance with the Arbitration and Conciliation Act, 1996 by a sole arbitrator appointed by the RIA. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding on all the Parties hereto. Subject to above, the courts at New Delhi, India shall have exclusive jurisdiction over all issues arising out of this Agreement.

Acceptance: By clicking "I Accept," registering on the Platform, or initiating any transaction through the Platform, the Client confirms that it has read, understood, and agrees to be legally bound by all the terms and conditions of this Agreement and acknowledges that such electronic acceptance constitutes a valid and binding agreement under the Information Technology Act, 2000 (as amended), carrying the same legal effect as a physical signature, and that the Client has the legal capacity and authority to enter into this Agreement freely and without any misrepresentation, coercion, or undue influence.