USER TERMS AND CONDITIONS

 PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE ONLINE PLATFORMS

Giottus Technologies Pvt Ltd, is a private limited company incorporated under the laws of India and having its registered office at, 23rd December 2017 at 2nd Floor, L363, 16th Cross Street, Thiruvalluvar Nagar, Thiruvanimiyur, Chennai, Kancheepuram, Tamil Nadu, India, 600041(herein after referred to as " Giottus ", which term shall refer to and include its owners, directors, investors, employees, officers, representatives, affiliates, or other related parties). Persons availing of the Giottus Services (as defined below), directly or indirectly, are referred to herein, as " User ". Only natural or legal persons can be Users, and no person other than a natural or legal person with a valid, authorised account with Giottus can avail of the Giottus Services in any manner whatsoever.

This is an agreement between Giottus and User, which together with the Privacy Policy (collectively referred to herein as the " Agreement ") shall be binding on the User. User terms and conditions (together with the documents referred to in it) (" Terms ") are the terms on which user may make use of the website www.giottus.com and the associated mobile and software applications (either existing or available in the future) and Giottus digital assets trading services (" Giottus Services "), whether as a guest or a registered user. Use of the Giottus Platform includes accessing, browsing, or registering to use of Giottus Services. By signing up with Giottus website, mobile website or mobile app, User hereby agrees to be bound by the Terms and Conditions of Service set out hereunder for availing of the Giottus Services and also the policies mentioned herein and to any modifications, amendments or updates made to the said Agreement.

 Please read these Terms carefully before you start to use Giottus services. We recommend that you print a copy of this for future reference.

 If you do not agree to these Terms, you must not use Giottus Services. If you do not agree with any amendments made by to these Terms at any time in future, you must stop using Giottus Services with immediate effect.

1.      OTHER APPLICABLE TERMS

 These Terms refer to, incorporate, and include the following additional terms, which also apply to your use of the Online Platforms:

         Our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using the Online Platforms, you consent to such processing and you warrant that all data provided by you is accurate.

         Our Anti-Money Laundering Policy, which sets out the terms regarding identity verification of our Users and the procedures followed for early identification and reporting of prohibited/illegal activities which may be committed by using our services. When using the Online Platforms, you must comply with this AML Policy. 

2.      LIMITATIONS ON USE OF GIOTTUS SERVICES

2.1.   Giottus offers a platform for trading in cryptocurrencies through the Giottus Platform. Though presently the platform offers trading in Bitcoins, Ethereum, Litecoin, Ripple and Bitcoin Cash Giottus Services may extend to other cryptocurrencies as well in the future (for which all of the terms contained herein will apply). Giottus is neither the creator nor the administrator of any cryptocurrencies including Bitcoins, Ethereum, Litecoin, Ripple and Bitcoin Cash or any other Cryptocurrencies it may offer services in future and is not in any way responsible for the global pricing of any cryptocurrency, the operation of any blockchain with respect to any cryptocurrency, or the mining process in relation to any cryptocurrency. Giottus has no control over the generation, distribution, retention (except in its wallets), verification, termination, or market volatility of any cryptocurrencies. It merely acts as an intermediary / facilitator for the trading in cryptocurrencies by User, and provides other ancillary services in relation thereto, which are more fully set out hereunder.

2.2.   Giottus does not provide any warranty of any kind, either express or implied, in relation to the Giottus Services. The Giottus Services and the products offered therein, including facilitation services for the trading of cryptocurrencies between Users, are provided on an " as-is " and " as available " basis. Users avail of the Giottus Services, and deal in cryptocurrencies at their own risk and with full awareness of the risk of the possible diminishment, devaluation and (potentially) complete loss of the entire holding or valuation of the User Account and all cryptocurrencies held therein, in the event of the occurrence of any of the risk factors outlined in this Agreement (as well as other risk factors inherent in any transactions involving cryptocurrencies), including, but not limited to, changes in the regulatory or legal regime in India and/or outside India, and any legal, regulatory, contractual or other restrictions that may be placed on Giottus. It is hereby expressly declared that Giottus offers no warranty of any kind regarding the Giottus Services.

2.3.   Giottus Services are strictly available for use only within India, to the extent (and till such time) that transactions or trading in cryptocurrencies are permitted and not been curtailed in such parts of India. In the event that a User resides in any such jurisdiction within India where any transactions in cryptocurrencies may be prohibited (" Prohibited Jurisdiction "), Users are not permitted to use the Giottus Services in any form (" Prohibited Jurisdiction Use "). Any Prohibited Jurisdiction Use will amount to a breach of this Agreement, and Giottus shall forthwith be entitled to terminate this Agreement and the use and operation of the relevant User Account, shall extend all cooperation to the relevant governmental and enforcement authorities, and shall not be liable in any manner whatsoever for any Loss arising out of such, in relation to, or subsequent to such Prohibited Jurisdiction Use. Users are therefore duly warned against availing of the Giottus Services in any manner whatsoever in or from a Prohibited Jurisdiction, or from anywhere outside India. Users shall be solely responsible for ensuring compliance with this requirement, and for compliance with the laws and regulations of the jurisdiction in or from where they are availing of the Giottus Services. Subject to confirmation by the User to be bound by the terms contained herein, and compliance with the terms contained herein at all times, Giottus hereby grants to the User a personal, revocable, non-exclusive, non-transferable, non-sub-licensable, and limited right to use the Giottus Services.Users are hereby duly cautioned that presently in India, " virtual currencies "(including all cryptocurrencies, cryptocurrency tokens and digital assets) have not been recognised or authorised as a medium for payment, as a commodity for trade, or in any form, by central bank, monetary authority, or governmental or regulatory bodyin India. The Reserve Bank of India (" RBI ") has currently issued three press release viz.dated 24th December 2013, 1stFebruary 2017and 5th December 2017 respectively, cautioning users, holders and traders against the use of, and trading in,virtual currencies. Users shall therefore avail of the Giottus Services subject to the above caution issued by the RBI, and should be aware of the regulatory and financial risks inherent in dealing with cryptocurrencies in any manner.

2.4.   Giottus may use third party service providers to render some or all of the Giottus Services, or for facilitating the same. User agrees to the use of such third parties, and hereby provides consent for collection, analysis, use, dissemination and retention by such third parties of any and all personal data, or and sensitive personal data and information, of the User. User shall be bound by the terms of service of such third parties to the same extent as Giottus would be bound. Giottus shall however not be responsible or liable for any act, inaction, commission or omission by such third parties, including with respect to data protection, privacy, security practices, or compliance with applicable laws and regulations with respect thereto, including (but not limited to) the Information Technology Act 2000.

2.5.   These terms shall be applicable to all existing and new Users. Giottus reserves the right to modify or amend the terms herein, and intimation thereof shall be sent to existing Users, who may decide to opt out of the Giottus Services at such time by intimating Giottus of such intention in writing. Continued use of the Giottus Services shall be deemed to amount to confirmation and acceptance of the modified or altered terms hereof.

2.6.   The Parties agree that the terms set out hereunder are in consideration of good and valuable consideration, and shall be and are intended to be binding on both Parties. 

3.      SCOPE OF SERVICES

3.1.   Giottus Services provide access to a platform that currently facilitates the

3.1.1.     Online trading of cryptocurrencies (including cryptocurrencies, cryptocurrency tokens and digital assets) including their sale and purchase (either using INR denominated funds or another form of Digital Assets).

3.1.2.     transfer of Funds from a Userʼs INR Wallet into its Linked Banked Account and vice versa, and (iii) online storage of Digital Assets owned by the Users (collectively the "Services"), operated by Giottus Technologies Pvt Ltd. (the " Company "or " Giottus ") incorporated under the Indian Companies Act, 2013 having its registered office at 2nd Floor, L363, 16th Cross Street, Thiruvalluvar Nagar, Thiruvanimiyur, Chennai, Kancheepuram, Tamil Nadu, India, 600041.

3.2.   Subject to the conditions set out above, Users may utilize the Giottus Services to purchase and/or sell cryptocurrencies (including cryptocurrencies, cryptocurrency tokens and digital assets) to and from each other, using the Giottus Platform. The authentication of such buyers and sellers is the sole responsibility of the concerned User(s), and Users are required to ensure that all of the Giottus Services are availed of only for legal purposes and through legal means.

4.      DEFINITIONS

4.1.   " Coin Wallet " or " Cryptocurrency Wallet " means an online address accessible through the Online Platforms and operated by a User for storage of its cryptocurrencies (including cryptocurrencies, cryptocurrency tokens and digital assets);

4.2.   " Content " means any information, text, graphics, or other materials uploaded by the Company or the users, which appears on the Online Platforms for other users to access.

4.3.   " Digital Assets "or " Cryptocurrencies " or " Cryptocurrency Tokens "refer to blockchain based crypto-currencies such as Bitcoins, Litecoin, Ethereum, Ripple, etc., or any other form of virtual currencies as well as proprietary coins and tokens;

4.4.   " INR " means Indian Rupees;

4.5.   " INR Wallet " means an online address accessible through the Online Platforms and operated by a User for the storage of the User INR holdings;

4.6.   " Funds "or " Holdings " refers to both cryptocurrencies (including cryptocurrencies, cryptocurrency tokens and digital assets) and INR, as the case maybe;

4.7.   " Linked Bank Account " refers to any bank account owned and operated by the User and held with a Scheduled Commercial Bank, whose details were provided by the User during the activation process mentioned under Clause 8.1 herein;

4.8.   " Sanctions Lists " has the meaning given to it under the AML Policy;

4.9.   " Wallet(s) " refers to a User " Coin Wallet " or " Cryptocurrency Wallet " and/or its INR Wallet, as the case maybe;

4.10.  " Claims " includes any and all charges, complaints, actions, agreements, amounts, damages, claims, liabilities, promises, controversies, damages, or causes of action, litigation, suits, rights, demands, costs, losses, debts, interest, indemnities, fines, penalties, and expenses (including attorneys " consultants ", and statutory fees and costs incurred), and obligations of any nature or description whatsoever, past, present, or future, under applicable Law, contract, or in equity, known or unknown, suspected or unsuspected, existing or prospective, irrespective of whether the concerned Party proposes to appeal/challenge such claims.

4.11.     " Laws " means and includes (i) all applicable provisions of all constitutions, treaties, statutes, laws (including common law), codes, rules, regulations, ordinances, bye-laws or orders of, or any similar form of decision, interpretation or policy of, or determination by, any governmental or similar authority, (ii) governmental approvals, consents, licenses, registrations, etc., and (iii) orders, decision, injunctions, judgments, awards and decrees of or agreements with any governmental or similar authority.

4.12.  " Loss " means includes all losses, Claims, demands, liabilities, obligations, fines, expenses, costs (including litigation costs and costs of remedying any default or damage caused), and damages (whether or not resulting from third party Claims), taxes, including interests and penalties with respect thereto and expenses, including reasonable attorneys, consultants, and accountants fees and disbursements.

4.13.  Any reference to " you " or " your " or " user " refers to you as a user of the Online Platforms and the Services and any reference to we, our and us shall refer to the Company as the provider of the Services.

5.      CHANGES TO THESE TERMS AND SERVICES

5.1.   We may revise these Terms at any time by amending this page. Please check this page from time to time to take notice of any changes we made, as they are binding on you.

5.2.   We may, without prior notice, change the Services; add or remove functionalities or features; stop providing the Services or features of the Services, to you or to users generally; or create usage limits for the Services.

6.      CHANGES TO THE GIOTTUS SERVICES

6.1.   We may update Giottus Services from time to time, and may change the Content at any time on the Giottus Online platform. However, please note that any of the Content on the Giottus Online Platforms may be out of date at any given time and we are under no obligation to update it.

6.2.   We do not guarantee that the Giottus Services or Giottus Online Platforms, or any Content on it, will be free from errors or omissions.

7.      ACCESSING THE ONLINE PLATFORMS

7.1.   We do not guarantee that your use of the Giottus Services will always be available or be uninterrupted. Access to the Giottus Services is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Giottus Services without notice. We will not be liable to you including without limitation for any losses incurred due to volatility of prices of the Cryptocurrencies if for any reason the Giottus Services are unavailable at any time or for any period.

7.2.   You are also responsible for ensuring that all persons who access the Giottus Services through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.

8.      YOUR ACCOUNT GENERAL USAGE AND TERMINATION

8.1.   Limited License: We grant you a limited, nonexclusive, non-transferable license, subject to the terms of this Agreement, to access and use the Giottus Services, and related content, materials, information (collectively, the "Content") solely for approved purposes as permitted by Giottus from time to time. Any other use of the Giottus Site or Content is expressly prohibited and all other right, title, and interest in the Giottus Site or Content is exclusively the property of Giottus and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. "Giottus.com", "Giottus" and all logos related to the Giottus Services or displayed on the Giottus Site are either trademarks or registered marks of Giottus or its licensors. You may not copy, imitate or use them without Giottus's prior written consent.

8.2.   If you choose to register with us for availing Giottus Services, an account will be created for your use on the Online Platforms and you will be provided with required Account Information to enable your access to the Account. In order to access any Services, you must activate your account (" User Account ") by following the identity verification process specified in the AML Policy. Failure to complete the User Account activation process as per the AML Policy will entitle the Company to terminate the said User Account. The term " Account Information " refers to a password and such information which may be provided by you as part of our security and verification procedures. If you register on the Online Platforms through any third party website like gmail, the login information of such third party account, as the case may be, shall be considered part of the Account Information. You must always treat Account Information as confidential and must not disclose it to any third party. Any access to the Online Platforms through your Account shall be considered as access by you or on your behalf and you shall be solely responsible for any activity carried out in, by or through your Account either on the Online Platforms or any other website accessed by you through the Online Platforms.

8.3.   You represent and warrant that: (A) you are competent to contract i.e. (i) if you are an individual, that you are over eighteen years of age, or (ii) that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms and register for the Services, in accordance with the laws of India; and (B) your name is not included in any Sanctions Lists; and (C) you are an Indian resident as defined under the Foreign Exchange Management Act, 1999 and the rules and regulations framed thereunder; and (D) your membership has not been suspended or terminated by us for any reason whatsoever. If we change the eligibility criteria to be registered with the Online Platforms and you no longer comply with the new eligibility criteria, as determined by us in our sole discretion, you accept that we may close your Account without any liability for us. You are solely responsible for ensuring that you are in compliance with these Terms and with all laws, rules and regulations applicable to you. If your right to access the Services is revoked or use of the Services is in any way prohibited, in such circumstances, you agree not to use or access the Online Platforms or use the Services in any way.

8.4.   We have the right to disable your access to the User Account or any part of it, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms, including without limitation the AML Policy.

8.5.   If you know or suspect that anyone other than you know or has unauthorized access to your Account Information or any part of it, you must promptly notify us by sending us an e-mail at support@giottus.com. We are not liable for any losses or other consequences of unauthorised use of your account.

8.6.   Third-Party Applications. If, to the extent permitted by Giottus from time to time, you grant express permission to a third party to access or connect to your Giottus Account, either through the third party's product or service or through the Giottus Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your Giottus Account. Further, you acknowledge and agree that you will not hold Giottus responsible for, and will indemnify Giottus from, any liability arising out of or related to any act or omission of any third party with access to your Giottus Account. You may change or remove permissions granted by you to third parties with respect to your Giottus Account at any time through the Account Settings (Integrations) page on the Giottus Site.

8.7.   Transactions Limits: The use of all Giottus Services is subject to a limit on the amount of volume, stated in Fiat Currency terms, you may transact or transfer in a given period (e.g., daily). To view your limits, login to your Giottus Account and view it in your account settings. Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. Giottus reserves the right to change applicable limits as we deem necessary in our sole discretion. If you wish to raise your limits beyond the posted amounts, you may submit a request at support.giottus.com. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with Giottus staff (such process, "Enhanced Due Diligence"). Giottus reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance of any such charges accruing. In our sole discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.

8.8.   Suspension, Termination, and Cancellation: Giottus may: (a) suspend, restrict, or terminate your access to any or all of the Giottus Services, and/or (b) deactivate or cancel your Giottus Account if:

8.8.1.      We are so required by a facially valid subpoena, court order, or binding order of a government authority; or

8.8.2.      We reasonably suspect you of using your Giottus Account in connection with a Prohibited Use or Business; or

8.8.3.      Use of your Giottus Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; or

8.8.4.      Our service partners are unable to support your use; or

8.8.5.      You take any action that Giottus deems as circumventing Giottus' controls, including, but not limited to, opening multiple Giottus Accounts or abusing promotions which Giottus may offer from time to time.

8.8.6.      We understand dealing with payment issues can be stressful, and we want to hear our customers concerns. Nevertheless, if that frustration becomes aggressive, threatening, or disparaging towards our staff, we consider that behaviour unacceptable and may refuse to provide additional service. All threats of violence are reported to authorities and Giottus reserves the right to close the account of any customer making such threats. Everyone has a right to feel safe at work, and that is no different for Giottus. Giottus chooses to protect our staff and say no to abusive behaviour. We strive to offer the best support in the digital assets industry, but when a customer mistreats our staff with abusive or threatening language, we reserve the right to end the business relationship with that customer.

8.9.   If Giottus suspends or closes your account, or terminates your use of Giottus Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits Giottus from providing you with such notice. You acknowledge that Giottus' decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to Giottus' risk management and security protocols. You agree that Giottus is under no obligation to disclose the details of its risk management and security procedures to you.

8.10.  You will be permitted to transfer Cryptocurrency or funds associated with your Hosted Cryptocurrency Wallet(s) and/or your Currency Wallet(s) for ninety (90) days after Account deactivation or cancellation unless such transfer is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena or court order. If Giottus suspends or closes your account, or terminates your use of Giottus Services for any reason Giottus reserves the right to require you to complete the Verification Procedures before permitting you with transfer or withdraw Digital Currency or Fiat Currency.

8.11.  You may cancel your Giottus Account at any time by withdrawing all balances and visiting settings option in giottus.com. You will not be charged for cancelling your Giottus Account, although you will be required to pay any outstanding amounts owed to Giottus. You authorize us to cancel or suspend any pending transactions at the time of cancellation.

8.12.  Privacy of Others; Marketing: If you receive information about another user through the Giottus Services, you must keep the information confidential and only use it in connection with the Giottus Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user through the Giottus Services.

8.13.  Password Security; Contact Information: You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Giottus Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Giottus Account by third-parties and the loss or theft of any Digital Currency and/or funds held in your Giottus Account and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Giottus and/ or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Giottus Account information has been compromised, contact Giottus Support immediately at support@giottus.com.

8.14.  Taxes: It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Giottus Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your Giottus Account.

8.15.  Unclaimed Property: If Giottus is holding funds in your account, and Giottus is unable to contact you and has no record of your use of the Services for several years, applicable law may require Giottus to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, Giottus will try to locate you at the address shown in our records, but if Giottus is unable to locate you, it may be required to deliver any such funds to the applicable or jurisdiction as unclaimed property. Giottus reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

9.      YOUR WALLETS

9.1.   Upon activation of your User Account, we will provide you with an INR Wallet and a Coin Wallet. These Wallets enable you to purchase, send, receive or store Cryptocurrencies supported by the Online Platforms. You are required to maintain a minimum balance of Funds in your Wallets before you initiate an order and/or transaction. We reserve the right to refuse to execute any order and/or transaction initiated by you, if they are in contravention to the AML Policy or to comply with directions of appropriate enforcement authorities.

10.  TERMS OF INR WALLET

10.1.     An INR Wallet has been provided to store your INR holdings. You are the owner of the balance of each of your Currency Wallets. Giottus holds the balance of your Currency Wallets in dedicated accounts with financial institutions. Funds held herein can only be used to purchase cryptocurrencies through Giottus, and the INR denominated sale proceeds of any cryptocurrencies will be credited into this INR Wallet, less the applicable Transaction Fee. You are not entitled to any interest on the Funds held in the INR Wallet.

10.2.     In case you wish to acquire cryptocurrencies using INR funds you will be required to transfer Funds from your Linked Bank Account to your INR Wallet to purchase any Digital Assets. Your INR Wallet will reflect funds transferred to it within 3 working days of such transfer being initiated, subject to any delays in the relevant banking channels or any other reasons not mentioned in this document.

10.3.     You may withdraw the Funds held in your INR Wallet, by making a formal request to transfer such Funds into the Linked Bank Account, through the Online Platforms at any time (" Withdrawal "). The Company will endevaour to settle each Withdrawal Request within 3 working days of such request being made, subject to any delays in the relevant banking channels or any other reasons not mentioned in this document.

11.  TERMS OF COIN WALLET

11.1.     A Coin Wallet has been provided to you wherein Cryptocurrencies may be stored. Funds held in this Wallet may be used to purchase another Cryptocurrency, and any sale proceeds obtained in form of Cryptocurrencies will be credited only into this Wallet. You are not entitled to any interest on the Funds held herein.

11.2.     You are permitted to withdraw Funds held in this account, provided such Funds can only be transferred to another Cryptocurrency wallet (" External Wallet "). You may be required to verify that you own and operate the External Wallet before your withdrawal request is accepted.

11.3.     In case you transfer any Funds to a recipient who is not a User of our Online Platforms, we will invite such recipient to open a User Account, and transfer the Funds back to your Coin Wallet in case of such recipient ʼ s failure to open a User Account within 30 days.

11.4.     You are not permitted to transfer, store or receive any Cryptocurrencies in Giottus Online Platform that are not supported by our Online Platforms. You acknowledge that the Company shall not be liable for any losses suffered by you in connection with your attempt to transfer, store or receive digital assets in contravention of this Clause.

11.5.     Digital Currency Storage & Transmission Delays: Giottus securely stores all Digital Currency private keys in our control in a combination of online and offline storage. As a result, it may be necessary for Giottus to retrieve certain information from offline storage inorder to facilitate a Digital Currency Transaction in accordance with your instructions, which may delay the initiation or crediting of such Digital Currency Transaction for 48 hours or more. You acknowledge and agree that a Digital Currency Transaction facilitated by Giottus may be delayed.

12.  YOUR GENERAL OBLIGATIONS TO USE THE SERVICES

12.1.     Conditions and Restrictions: We may, at any time and in our sole discretion, refuse any exchange transaction or exchange bid submitted via the Services, impose limits on the exchange amount permitted via the Services or impose any other conditions or restrictions upon your use of the Services, without prior notice. For example, we may limit the number of open orders that you can establish via the Services or we may restrict exchanges from certain locations.

12.2.     Accuracy of Information: You must provide any information required when creating a Giottus Account or when prompted by any screen displayed within the Services. You represent and warrant that all information you provide via the Services is accurate and complete.

12.3.     Cancellations: You may only cancel an order initiated via the Services if such cancellation occurs before we execute the transaction. Once your order has been executed, you may not change, withdraw, or cancel your authorization for us to complete such transaction. If any order has been partially filled, you may cancel the unfilled remainder of that order at any time. We reserve the right to refuse any cancellation request associated with a market order once you have submitted such order.

12.4.     Insufficient Funds: If you have an insufficient amount of Virtual Currency in your Hosted Wallet to complete an order via the Services, we may cancel the entire order or may fulfill a partial order using the amount of Virtual Currency currently available in your Hosted Wallet, less any fees owed to Giottus in connection with the execution of the exchange (as described in Section 8 below).

12.5.     Taxes: It is your responsibility to determine what, if any, taxes apply to the exchange transactions you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that we are not responsible for determining whether taxes apply to your trades or for collecting, reporting, withholding, or remitting any taxes arising from any trades.

12.6.     Market Availability: Giottus may open or close any market for a Virtual Currency on the Site at any time, in its sole discretion. If a market for a Virtual Currency is closed, any open orders that you may have for such Virtual Currency will be credited back to your Giottus Account.

12.7.     Currency Availability: Giottus retains the right, in its sole discretion, to include a Virtual Currency on the Site, and may remove any Virtual Currency from the Site at any time for any reason. Unless otherwise required by law or law enforcement, Giottus will make reasonable efforts to notify you of the likely removal of a Virtual Currency. If the market for a Virtual Currency is closed on the Site, you will have 14 days to push the amounts remaining in your Giottus Account associated with such Virtual Currency to your External Virtual Currency Address. Giottus will not be liable to you for any losses, liability or expenses related to the removal of a Virtual Currency.

12.8.     Giottus also reserves the rights to reverse actions/ cancel trades and press legal claim charges, to cover undue gains, against any customer in the event of any incorrect trade orders that might have occurred due to technical glitches or hack in Giottus Systems or if the orders originated from a customer account that was hacked.

12.9.     Giottus has the rights to recover assets from the customer in case of negative balance from the customer. If Customer performs an action which results in negative balance, customer has the responsibility to ensure that the Customer performs actions that will result in the balance becoming positive once again. Customer can also reach out to the exchange within 24 hours of such error and take help from the exchange to rectify their balance issue.

12.10.     In case of Peer to Peer transactions, the Seller needs to perform reasonable due diligence to ensure he has received the money only from the person who has initiated the transaction, verify the reference number, source of payment and other key details and only then confirm the receipt of INR. Giottus is not liable for any payment made through fraud/hacked bank accounts and the onus lies of the Seller of the cryptocurrencies to perform the necessary actions before giving their confirmations.

13.  EXCHANGE ORDERS AND TRADE

13.1.  Authorization: When you submit a new exchange order via the Services, you authorize us to execute a transaction in accordance with such order on a spot basis and charge you any applicable fees (as described in Section 8 below).

13.2.  Independent relationship: You agree that: (a) we are not acting as your broker, intermediary, agent, or advisor, or in any fiduciary capacity, and (b) no communication or information provided to you by us shall be considered or construed as advice.

13.3.  Trade confirmation: Before a trade is placed, a confirmation dialogue summarizes the details of the proposed transaction, including the number of coins you are trying to buy or sell, the price, the applicable fees, and the total cost of the transaction. Once the Services execute your exchange transaction, your accountʼs order book will be updated with either the open trade request, or a closed order that was fulfilled. You agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate the terms of such trade.

13.4.  Market volatility: You agree that we are not liable for any price fluctuations in Virtual Currency. In the event of a market disruption or Force Majeure Event (as defined in Section 22.3), we may do one or more of the following: (a) suspend access to the Services; or (b) prevent you from completing any actions via the Services, including closing any open positions. We will not be liable for any losses suffered by you resulting from such actions. Following any such event, when exchange transactions resume, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such event.

13.5.  Exchange Settlement: Subject to the terms and conditions in these Terms, we will use commercially reasonable efforts to settle exchanges on a spot basis within two days of the date upon which users have agreed to execute an exchange via the Services.

13.6.  In case funds are credited in your account by mistake due to an error of another customer, Giottus employee or because of system error, Giottus has the absolute right to recover the assets from your account. In case sufficient funds are not present in your account, Giottus has the rights to pursue due legal recourse to recover the same.

14.  INSTANT BUY/SELL SERVICES

14.1.  In General: Eligible users in certain jurisdictions may buy or sell supported cryptocurrencies through the Conversion Services. The Conversion Services are subject to the Giottus "Conversion Rate" for the given transaction. "Conversion Rate" means the price of a given supported Digital Currency amount in terms of Fiat Currency or other Digital Currency as quoted on the Giottus Site. The Conversion Rate is stated either as a "Buy Price" or as a "Sell Price," which is the price in terms of Fiat Currency or Digital Currency at which you may buy or sell supported Digital Currency to Giottus. You acknowledge that the Buy Price Conversion Rate may not be the same as the Sell Price Conversion Rate at any given time, and that Giottus may add a margin or " spread " to the quoted Conversion Rate. You agree, as a condition of using any Giottus Conversion Services, to accept the Conversion Rate as the sole conversion metric. Giottus reserves the right to delay any Conversion Service transaction if it perceives a risk of fraud or illegal activity. Giottus does not guarantee the availability of its Conversion Service, and the act of purchasing supported Digital Currency from Giottus does not result in a guarantee that you may sell your supported Digital Currency to Giottus.

14.2.  Purchase Transactions: After successfully completing the KYC procedures, you may purchase supported Digital Currency by linking a valid payment method. You authorize Giottus to initiate debits from your selected payment method(s) in settlement of purchase transactions.

14.3.  Sale Transactions: After successfully completing the KYC, you may sell supported Digital Currency by linking a valid payment method. You authorize Giottus to debit your Giottus Account(s) and initiate payments to your selected payment method(s) in settlement of sell transactions. An applicable Conversion Fee (defined below) applies to all sale transactions. Your receipt of funds will depend on the payment type, and may take up to three or more business days.

14.4.  Reversals; Cancellations: You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorize Giottus, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including Giottus balances or other linked accounts, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, insufficient funds, or similar fees charged by your payment provider. Giottus reserves the right to refuse to process, or to cancel or reverse, any purchases or sales of Digital Currency in its sole discretion, even after funds have been debited from your account(s), if Giottus suspects the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; if Giottus reasonably suspects that the transaction is erroneous; or if Giottus suspects the transaction relates to Prohibited Use or a Prohibited Business as set forth below. In such instances, Giottus will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction.

15.  USER REPRESENTATIONS, COVENANTS AND OBLIGATIONS

These Terms govern your behaviour on the Online Platforms and set forth your obligations. You agree, confirm, and represent the following:

         You shall comply with all the obligations set forth in these Terms, including without limitation the AML Policy.

         You will use the Services rendered by us for lawful purposes only and comply with these Terms and all applicable laws, statutes, by-laws, acts of legislature or parliament, rules, regulations, orders, ordinances, protocols, codes, guidelines, or policies of any governmental authority, including without limitation the Prevention of Money Laundering Act 2002, the Unlawful Activities (Prevention) Act 1967; and all applicable judicial orders and precedent (" Applicable Laws ") while using and transacting on the Online Platforms.

         Creation and maintenance of all content in your Account shall be your sole responsibility.

         You are responsible for safeguarding the password that you use as a part of your Account Information to access the Services and for any activities or actions under your Account. We encourage you to use " strong " passwords preferably using a combination of upper and lower case letters, numbers and symbols with your Account. The Company will not be liable for any loss or damage arising from your failure to comply with this instruction. You acknowledge that you will irreversibly lose your Digital Assets if you delete your Account.

         You shall provide us with only such information (including without limitation Identification Documents submitted by you) that is true and accurate to the best of your knowledge.

         You shall not cancel any orders initiated but not executed on the exchange. In case any order is partially executed, we may in our sole discretion permit cancellation of the unexecuted order. You acknowledge that all orders and/or transactions are irreversible once executed.

         You must maintain sufficient Funds in your Wallets before initiating any order and/or transaction. In case you have insufficient funds in your Wallet then the Company may either cancel your order or execute a partial transaction using the Funds available in your Wallet.

         You understand that certain taxes may be applicable upon the trading of Cryptocurrencies and you would be required to determine your tax liability under the Applicable Laws. You acknowledge that your solely responsible for payment of any taxes that may arise in connection with your use of Services.

         As the price of Cryptocurrencies are very volatile and subject to fluctuation, you acknowledge that the actual market rate at which an order and/or transaction is executed may vary.

         The Company may be required to suspend trading in cases of a force majeure event including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions. You acknowledge that: (i) your access to the Services and/or the Funds during such periods may be limited or restricted; and (ii) the market conditions may differ significantly, following the completion of such Force Majeure Events.

         We do not control the underlying technology which governs the mining, creation, sale of any Cryptocurrencies. You acknowledge the Company does not exercise any control over the market price or circulation or volatility of the Digital Assets and that the contract for sale of any of the Cryptocurrencies shall be a strictly bipartite contract between the seller and the buyer.

         Customer has to inform the Giottus in case of finding balance in his account not in line with his actions. Giottus can press criminal charges on customers who take advantage of the system for the personal benefit.

16.  RISKS

16.1.  Giottus provides an execution-only service and does not advise on the merits of any particular transactions or their tax consequences. A considerable loss may be sustained/incurred while trading in Cryptocurrencies, hence you are advised to determine your financial circumstances and risk tolerance before trading and carefully consider the following risks:

16.2.  Trading Tokens can be extremely risky. Each particular Token has a unique feature set that makes it more or less likely to fluctuate in value. In addition, factors beyond Giottus control may affect market liquidity for a particular Token, such as regulatory activity, market manipulation, or unexplainable price volatility. Blockchain networks may go offline as a result of bugs, hard forks, or a number of other unforeseeable reasons. Giottus does not assume the risk of losses due to trading or due to factors beyond its control regarding the viability of specific blockchain networks. As a general matter, we advise Users with limited trading experience and low risk tolerance not to engage in active trading. Speculating on the value of Tokens is high risk and Users should never trade more than they can afford to lose.

16.3.  Understanding Tokens requires advanced technical knowledge. Tokens are often described in exceedingly technical language that requires a comprehensive understanding of applied cryptography and computer science in order to appreciate inherent risks. Listing of a Token on Giottus does not indicate approval or disapproval of the underlying technology regarding any Token, and should not be used as a substitute for your own understanding of the risks specific to each Token. We give you no warranty as to the suitability of the Tokens traded under these Terms and assume no fiduciary duty in our relations with you.

16.4.  You accept the risk of trading Tokens. In entering into any transaction on the Platform, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of the transaction and the underlying Tokens. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction or any underlying Token.

16.5.  You are responsible for complying with applicable law. You agree that Giottus is not responsible for determining whether or which laws may apply to your transactions, including tax law. You are solely responsible for reporting and paying any taxes arising from your use of the Services.

16.6.  You are aware of and accept the risk of operational challenges. Giottus may experience sophisticated cyber attacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions in the Service. You understand that the Service may experience operational issues that lead to delays on our platform. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold Giottus accountable for any related losses.

16.7.  Giottus does not advise on trading risk. If at any point Giottus or its representatives do provide trading recommendations, market commentary, or any other information, the act of doing so is incidental to your relationship with us and imposes no obligation of truth or due diligence on behalf of Poloniex or its representatives.

16.8.  Giottus is a regulated entity and must comply with applicable law. Applicable law, regulation, and executive orders may require Giottus to, upon request by government agencies, freeze withdrawals or trading (or both), or provide information regarding your account. Further, our recordkeeping and customer verification procedures are subject to change at any time as required by law or industry practices. We must comply with the law and you accept any inconveniences to you or other consequences resulting from our compliance.

16.9.  There are risks associated with utilizing an Internet-based trading system including, but not limited to, the failure of hardware, software, and Internet connections. You agree that we shall not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when trading via the Services, however caused.

16.10. Digital Assets are currently unregulated and trading, holding and transferring some or all Digital Assets may be deemed illegal in India in the future. You are encouraged to obtain appropriate legal counsel regarding the same before using the Online Platforms;

16.11. Due to the market being in a nascent stage, during a market disruption or during a force majeure event, you may face difficulties or impossibility in liquidating your position under certain market conditions.

16.12. Digital Assets are not backed by a central bank or any other financial regulator and as such there is no third party that may take any corrective action upon the occurrence of a global/regional crisis;

16.13. Since Digital Assets are held online, they are susceptible to security breaches and government crackdowns that may end up compromising the integrity or anonymity of the system that produce such Digital Assets;

16.14. You acknowledge that the aforementioned is an in exhaustive statement of risks associated with the trade of Cryptocurrencies and that there may be additional risks not listed or foreseen by the Company.

16.15. By creating User Account, you acknowledge that you have carefully assessed your financial standing and risk tolerance and you confirm that the same is suitable for trading in Cryptocurrencies.

17.  FEES

17.1.     Creation of an Account on the Online Platforms and usage of the Online Platforms is free.

17.2.     Trading on the Online Platform is subject to payment of a fee on each transaction executed (" Transaction Fee "). The Transaction Fee chargeable on each trade shall be as provide in the Fee Schedule.

17.3.     Deposit of Digital Assets in the Coin Wallet is free of charge. Deposit of INR in the INR Wallet by NEFT/IMPS is also free of charge. Deposit of INR in the INR Wallet through credit card, debit card or net banking and other payment methods that uses the payment gateway will be subject to a transaction fee as described in the fee schedule. Fee applicable on withdrawal of Cryptocurrencies or INR shall be as provided in the Fee Schedule. Deposits and withdrawals on Cryptocurrencies or INR will be subject to withdrawal limits provided in the Fee Schedule.

17.4.     Payment of Fees. You authorize us, or our designated payment processor, to charge or deduct funds from your Hosted Wallet for any applicable Fees owed in connection with exchange transactions you complete via the Services.

18.  INTELLECTUAL PROPERTY RIGHTS

18.1.     Unless otherwise specified, all Content on the Online Platform is the property of the Company and is protected under copyright, trademark and other applicable laws.

18.2.     The trademarks, service marks and logos of the Company and others used on the Online Platforms (" Trademarks ") are the property of the Company and their respective owners;

18.3.     Users shall not reverse engineer or disassemble any part of the Online Platforms for any reason whatsoever. Any such action shall amount to a material breach of the Terms and may result in the Company terminating the defaulting Users User Account.

18.4.     The Online Platforms may in places include third party intellectual property including the software used for creating or distributing Cryptocurrencies. The Company does not own any rights to such third party IP and is bound by the license terms for such IP and by virtue of these terms the Users shall also be bound by the said license terms.

19.  NO RELIANCE ON INFORMATION

19.1.  The Content on the Online Platforms is provided for general information only. It is not intended to amount to investment advice on which you should rely. You must obtain specialist advice before taking, or refraining from, any action on the basis of the content provided on the Online Platforms.

19.2.  We display some content that is not ours. This content is the sole responsibility of the person/entity who makes it available. The content of the Online Platform, including without limitation, text, copy, audio, video, photographs, illustrations, graphics and other visuals, is for informational purposes only and does not constitute professional investment advice, tips or recommendations of any kind. For the avoidance of doubt it is clarified that the Company does not provide investment and financial advice to its Users. Reliance on any information appearing on the Online Platforms, whether provided by the Company, its content providers, visitors to the Online Platforms or others, is solely at your own risk, and the Company shall not bear any liability for any loss/ injury that may arise due to your reliance on any information published on the Online Platforms. You further acknowledge and agree that should any claim/ damage/ liability arise as a result of any reliance placed by you on any information published on the Online Platforms, the Company shall have no liability in relation to the same. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. But that does not necessarily mean that we review content, so please don’t assume that we do.

19.3.  We assume no responsibility for the content of websites linked on the Online Platforms. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

19.4.  Although we make reasonable efforts to update the information on the Online Platforms, we make no representations, warranties or guarantees, whether express or implied that the Content on the Online Platforms is accurate, complete or up-to-date.

20.  DISCLAIMER OF WARRANTIES

20.1.  You expressly acknowledge and agree that use of the Giottus Services and the Online Platforms is at your sole risk. The Services and the Online Platforms are provided on an "as is" and "as available" basis. Although we make best efforts to provide high quality Services to all our users, to the fullest extent allowed by law, we expressly disclaim and waive all warranties and conditions of any kind, whether express or implied, including, but not limited to the warranties of merchantability, fitness for a particular purpose or title. The contents of the Services or the Online Platforms may contain bugs, errors, problems or other limitations. We assume no liability or responsibility for any errors or omissions in Content.

20.2.  We are not responsible for the Content uploaded by you on the Online Platforms. We are not responsible for any direct or indirect damages or losses caused to you, including without limitation, lost profits, business interruption or other loss resulting from use of or reliance in any way on anything available on the Online Platforms.  You should verify all information before relying on it, and all decisions based on information contained on the Giottus Site are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the Giottus Site,

20.3.  We make no warranty that the Services or the Online Platforms will meet your requirements or that the Services or your access to the Online Platforms will be uninterrupted, timely, accurate or reliable; nor do we make any warranty as to the permanent availability of any information and/or that may be stored or transferred through the Services or the Online Platforms. In case there is any defect in any software being used for the provision of the Services, we do not make any warranty that defects in such software will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through use of the Services or Online Platforms is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material or data. In case you store or transfer any information and/or data through the Services or the Online Platforms, you are strongly advised to make back-up duplicate copies and are solely responsible for any loss.

20.4.  No advice or information, whether oral or written, obtained by you from the Services or the Online Platforms shall create any warranty not expressly made herein.

21.  VIRUSES

21.1.  You will be responsible for introduction of any viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Online Platforms, the server on which the Online Platforms is stored or any server, computer or database connected to the Online Platforms. By breaching this provision, you would commit a criminal offence under the Information Technology Act, 2000. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Online Platforms will cease immediately.

21.2.  We will not be liable for any loss or damage caused by a virus, denial-of-service attack, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Online Platforms or your downloading of any Content on it, or on any website linked to it.

21.3.  You should use your own virus protection software. We cannot and do not guarantee or warrant that files available for downloading from the Online Platform will be free of infection by viruses, worms, trojan horses or other code that manifest contaminating or destructive properties.

22.  LIMITATION OF OUR LIABILITY

22.1.  To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Online Platform or any Content on it including any information or the Online Platform itself or Services, whether express or implied.

22.2.  Our aggregate liability to any user in no event shall exceed the fees paid by such user during the 6 (six) months immediately preceding the date of claim for any direct, indirect or consequential loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, including those arising under or in connection with:

         use of, or inability to use, the Services or the delays in transmission or operation of the Online Platforms;

         use of or reliance on any Content and/or information displayed on the Online Platforms;

         From errors, mistakes, omissions, or deletion of files;

         use of the Services provided through the Online Platforms;

         Whether or not resulting from any communication failure, theft, unauthorised access or a force majeure event.

22.3.  If you are a business user, please note that in particular, we will not be liable for:

         loss of profits, sales, business, business opportunity or revenue;

         business interruption;

         loss of anticipated savings;

         loss of business opportunity, goodwill or reputation; or

         Please note that all Services provided through the Online Platforms are only for domestic and private use. You agree not to use the Online Platforms for any commercial or business purposes without obtaining a legally valid license to do so in accordance with these Terms.

23.  ELECTRONIC COMMUNICATIONS

23.1.  When you visit the Online Platforms or send e-mails to us, you are communicating with us electronically. You consent to receiving communications from us electronically. We will communicate with you by e-mail or by posting notices on this Online Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that in case there are any changes in any information provided by you to us, including your e-mail address and other contact details, you will be solely responsible to update them regularly. If we send any communication by e-mail, it shall be sent to your e-mail address available on the records created by you on the Online Platform and it shall be deemed to have been received by you once it is reflected as sent in the outbox of our e-mail id. You may opt-out of receiving any electronic communications from us at any time by sending us an email info@giottus.com.

23.2.  You acknowledge that by sending any communication or information to you either through email or the Online Platforms, we are not providing you with any investment advice.

24.  LINKING AND FRAMING

24.1.  If you choose to authenticate your Account through a third party service, like Google, you are linking that account to your Account.

24.2.  You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

24.3.  You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

24.4.  You must not establish a link to the Online Platforms in any website that is not owned by you.

24.5.  Our website must not be framed on any other website, nor may you create a link to any part of the Online Platforms other than the home page.

24.6.  We reserve the right to withdraw linking permission without notice.

24.7.  If you wish to make any use of Content on the Online Platforms other than that set out above, please send us an e-mail at info@giottus.com

25.  INDEMNIFICATION

To the maximum extent permitted by Applicable Law, you shall indemnify and hold harmless the Company, its owners, licensee, affiliates, subsidiaries, group companies (as applicable) and their respective officers, directors, agents, and employees, from any claim or demand, or actions including reasonable attorneys' fees, made by any third party or penalty imposed due to or arising out or relating to (a) your use of our Services, (b) your breach of these Terms, or (c) your violation of any law, rules or regulations or the rights (including infringement of intellectual property rights) of a third party.

26.  RELEASE AND WAIVER

26.1.  To the maximum extent permitted by Applicable Law, you hereby release and waive all claims against the Company, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to your use of the Online Platforms, its services, content or use of the Digital Assets. You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

26.2.  If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

27.  APPLICABLE LAW

27.1.  Please note that these Terms, its subject matter and its formation, are governed by the laws of the Republic of India. The courts of New Delhi, India will have exclusive jurisdiction to deal with any dispute arising out of or in connection with these Terms or any other terms and conditions made applicable on you by us and you consent to the jurisdiction and venue of such courts and waive any objection as to inconvenient forum. In case, you choose to access the Online Platforms from any jurisdiction not governed by the laws of India, you are solely responsible for compliance with local laws of that jurisdiction and all applicable laws of such jurisdiction.

28.  TERMINATION

28.1.  We reserve the right to refuse to continue providing you with access to the Online Platforms if we discover that you are (a) incompetent to contract by virtue of your age or otherwise under these Terms or the Applicable Law and/or (b) in breach of the Terms. The Online Platforms are not available to persons whose named is included in any Sanctions Lists or whose membership has been suspended or terminated by us for any reason whatsoever.

29.  GENERAL TERMS

29.1.  Relationship of the Parties: Notwithstanding any provision hereof, for all purposes including without limitation execution of any order and/or transaction initiated by you through the Online Platforms, you and the Company shall be and act independently and not as a partner, joint venturer, agent, intermediary, broker or in any other fiduciary capacity. You shall not have any authority to assume or create any obligation for or on behalf of the Company, express or implied, and you shall not attempt to bind us to any contract.

29.2.  Invalidity of Specific Terms: If any provision of the Terms is found by a court of competent jurisdiction to be invalid, other provisions of such the Terms shall remain in full force and effect.

29.3.  Entire Agreement: These Terms, the Privacy Policy, the AML Policy, and Fees Schedules incorporated by reference herein comprise the entire understanding and agreement between you and the Company as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of these Terms), and every nature between and among you and the Company. Section headings in these Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these Terms.

30.  GENERAL PROVISIONS.

30.1.  Assignment: You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any Giottus affiliates or subsidiaries, or to any successor in interest of any business associated with the Giottus Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

30.2.  Severability: If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

30.3.  Change of Control In the event that Giottus is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

30.4.  Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Giottus Account cancellation, debts owed to Giottus, general use of the Giottus Site, disputes with Giottus, and general provisions, shall survive the termination or expiration of this Agreement.

31.  CONTACT US

31.1.  For general enquires, complaints and/or giving any feedback, please email to info@giottus.com

31.2.  In case you do not want to continue using our Services and want to deactivate your Account with us, please contact is at info@giottus.com

31.3.  If you do not agree with any provision of these Terms and wish to opt out of such provision, please write to us at info@giottus.com (" Opt-out Request "). You agree that you are not entitled to use the Online Platforms or the Services unless your Opt-out Request is accepted by us in writing.