Our flagship offering is a pioneering software platform designed to help clients effectively manage and monitor risks associated with wholesale lending and securitisation. This first-of-its-kind solution addresses a critical gap in the current financial ecosystem, benefiting both investors and the wholesale lending community.

INDEX

Introduction

Eligibility

Account Registration

Title 2

Title 2

1

Introduction

1.1

[insert URL] and all associated sites and mobile applications linked with the same (the “Portal”) are owned and operated by TruHypothesys Risk Solutions Private Limited (including its directors, full time employees, subsidiaries, and affiliates, collectively the “Company”). The Portal has been exclusively developed by the Company and remains under its sole and exclusive ownership. The Company, through its Portal, offers a SaaS platform which would (a) act as a risk assessment and automation solution to help the banks and investors during the process of arrangement, risk assessment and automation pertaining to transactions such as transfer of loan exposures not in default and securitisation and act as a marketplace through which such banks investors can connect with each other to initiate, process and close the transactions including monitoring of repayment performance; and (b) also acts as a risk assessment, verification and authentication solution to assist banks and other wholesale lenders, which lend to non-banking financial companies (“NBFC”), in (i) monitoring receivables hypothecated by such NBFCs to them and (ii) monitoring loan assets which are securitised/assigned to them by NBFCs, with respect to loans granted by the banks/ wholesale lenders to such NBFCs for the purposes of onward lending (collectively, the “Services”)

1.2

These terms and conditions (the “Terms of Service”) shall apply to all users of the Portal (“You”/ “Your”). By registering on, browsing, downloading, using or accessing any part of the Portal or utilising the Services, You agree to be bound by the Terms of Service, including any additional or modified terms and conditions and policies in relation to the Portal or any future service that may be offered by the Company. If at any time You do not accept or agree to any or all of the Terms of Service, You may choose not to access the Portal or use any of the Services.

1.3

You can review the most current version of the Terms of Service at any time on this page. The Company reserves the right to unilaterally update, amend, change or replace any part of the Terms of Service by posting updates or changes to the Portal. It is Your responsibility to check this page periodically for changes, and we encourage You to do so from time to time and at regular intervals. All such amendments shall automatically be applicable to all users of the Portal, including You, from the date on which such amendment is affected. Your continued use of or access to the Portal following the inclusion of any such changes constitutes Your unconditional acceptance of those changes.

1.4

These Terms of Service govern the use of the Portal, and by installing, downloading or even merely accessing the Portal, You shall be contracting with the Company, and any such installing, downloading or accessing signifies Your acceptance to the Terms of Service and other policies of the Company (the “Policies”) as posted on the Portal from time to time, which take effect on the date on which the Portal is installed, downloaded or accessed as aforesaid, and creates a legally binding arrangement between You and the Company and You are required at all times to abide by them.

2

Eligibility

2.1

Accepting the Terms of Service will constitute a legal contract between You and the Company. Consequently, any user who is “incompetent to contract” within the meaning of the applicable laws shall not be eligible to use the Portal. The Company reserves the right to terminate Your account and/or deny access to the Portal if it is brought to the Company’s notice that You are at any point of time deemed legally incompetent to use the Portal.

2.2

You represent that You are competent to contract in terms of the applicable laws and are not disqualified or have not been previously suspended or restricted by the Company from accessing the Portal. You also represent and warrant that You have the legal right, authority, and capacity to be bound by the Terms of Service under the provisions of applicable laws.

3

Account Registration

3.1

You can only utilise the Services by creating an account on the Portal. By registering for an account on the Portal, or availing the Services, You automatically become a member and agree to the Terms of Service. Your membership is limited to this purpose and is subject to Your unconditional acceptance of and adherence to the Terms of Service. So long as You abide by and accept the Terms of Service, the Company grants You a non-transferable, limited, non- exclusive and revocable privilege to register and use the Portal and avail the Services offered through the Portal.

3.2

You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current and complete. You represent and warrant that You have not impersonated any person or entity or otherwise misrepresented Your identity, age or affiliation to the Company or to any other person or entity.

3.3

The Company reserves the right to suspend or terminate Your account or Your access to the Portal permanently: (i) if any information provided by You during the registration process or thereafter proves to be inaccurate, not current or incomplete; or (ii) if You are found to be non-compliant with the Terms of Service in any manner

3.4

On registration, You will receive Your password-protected account details. You agree to: (i) maintain the confidentiality of Your password; (ii) take full responsibility for all activities undertaken by You by accessing the Portal through Your account; (iii) immediately notify the Company of any unauthorised use of Your account or any other breach of security that You become aware of; and (iv) ensure that You exit from Your account at the end of each session. You are solely responsible for all activities that are undertaken in and through Your account.

3.5

It shall be Your responsibility to treat the password-protected account details and any other piece of information that is provided by the Company, as part of the security procedure, as confidential and not disclose the same to any person or entity other than the Company. The Company shall, at all times and at its sole discretion, reserve the right to disable Your user identification code or password if You have failed to comply with any provisions in the Terms of Service.

3.6

Notwithstanding anything to the contrary herein, You acknowledge and agree that You shall have no ownership or other proprietary interest in Your account, and further acknowledge and agree that all rights in and to Your account are and shall forever be owned by and inure to the benefit of the Company.

4

License Subscription Terms And Conditions

You shall be required to pay a service fee (the “Service Fees”) to use the Portal. The terms and conditions with respect to the Service Fees and services shall be set out in the service agreement (the “Service Agreement”) to be executed between You and the Company.

5

Use of the Portal

5.1

You agree, undertake and confirm that Your use of the Portal shall be strictly governed by these Terms of Service and all applicable laws. Further, You shall not host, display, upload, download, modify, publish, transmit, update or share any information which:

5.1.1

is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, slanderous, criminally inciting or invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever; or results in unlawfully threatening or unlawfully harassing including but not limited to “indecent representation of women” within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;

5.1.2

is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, paedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual;

5.1.3

harasses or advocates harassment of another person;

5.1.4

infringes upon or violates any third party’s rights including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorised disclosure of a person’s name, email address, physical address, phone number) or rights of publicity;

5.1.5

promotes an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices;

5.1.6

tries to gain unauthorised access or exceeds the scope of authorised access to the Portal or to the profiles, blogs, communities, account information, or other areas of the Portal or solicits passwords or personal identifying information for commercial or unlawful purposes from other members of the Portal;

5.1.7

interferes with another member’s use and enjoyment of the Portal or any third-party users’ enjoyment of similar services;

5.1.8

refers to any website or URL that, in our sole discretion, contains material that is inappropriate for the Portal or any other website, contains content that would be prohibited or violates the spirit of these Terms of Service;

5.1.9

violates any law for the time being in force;

5.1.10

impersonate another person;

5.1.11

threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting other nation;

5.1.12

contains software viruses or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information; and/or

5.1.13

directly or indirectly, offers, attempts to offer, trades or attempts to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force.

5.2

By using the Portal, You represent and warrant that:

5.2.1

All registration information submitted by You is truthful, lawful, and accurate;

5.2.2

Your use of the Portal shall be solely for Your personal use, and You shall not authorise others to use Your account;

5.2.3

You will not submit, post, upload, distribute, or otherwise make available or transmit any content that: (a) is defamatory, abusive, harassing, insulting, threatening, or that could be deemed to be stalking or constitute an invasion of a right of privacy of another person; (b) is bigoted, hateful, or racially discriminative or otherwise offensive; (c) is violent, vulgar, obscene, pornographic or otherwise sexually explicit; (d) is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them;

5.2.4

All necessary licenses, consents, permissions and rights are owned by You, and there is no need for any payment or permission or authorisation required from any other party or entity to use, distribute or otherwise exploit in all manners permitted by these Terms of Service and Privacy Policy, all trademarks, copyrights, patents, trade secrets, privacy and publicity rights and/or other proprietary rights contained in any content that You submit, post, upload, distribute or otherwise transmit or make available;

5.2.5

You will not use the Portal in any way that is unlawful, or harms the Company or any other person or entity;

5.2.6

You will not post, submit, upload, distribute, or otherwise transmit or make available any software or other computer files that contain virus or other harmful components, or otherwise impair or damage the Portal or any connected networks, or otherwise interfere with any person or entity’s use or enjoyment of the Portal;

5.2.7

You will not use another person’s username, password or other account information, or another person’s name, likeness, voice, image or photograph or impersonate any person or entity or misrepresent their identity or affiliation with any person or entity;

5.2.8

You will not delete or modify any content of the Portal, including, but not limited to, disclaimers or proprietary notices such as copyright or trademark symbols, logos;

5.2.9

You will not post or contribute any information or data that may be obscene, indecent, pornographic, vulgar, profane, racist, sexist, discriminatory, offensive, derogatory, harmful, harassing, threatening, embarrassing, malicious, abusive, hateful, menacing, defamatory, untrue or political or contrary to the interest of the Company or other users of the Portal;

5.2.10

You shall not access the Portal without authority or use the Portal in a manner that damages, interferes or disrupts any part of the Portal or any equipment or any network on which the Portal is stored or any equipment of any third party; and

5.2.11

You release and fully indemnify the Company and/or any of its directors, officers and representatives from any cost, damage, liability or other consequence of any of Your actions con the Portal and specifically waive any claims that You may have on this behalf under any applicable laws of India. Notwithstanding its reasonable efforts on that behalf, You agree and acknowledge that the Company cannot take responsibility or control the information provided by other members, which is made available on the Portal.

5.3

You shall not attempt to gain unauthorised access to any portion or feature of the Portal, or any other systems or networks connected to the Portal, by any means. You shall not probe, scan or test the vulnerability of the Portal nor breach the security or authentication measures on the Portal or any network connected to the Portal. You shall not use any linking, deep-linking, or any other technology, robots, spiders or other automatic devices, programs, algorithms or methodologies, or any similar or equivalent processes, to access, acquire, copy, distribute, display or monitor any portion of this Portal, or any content provided in it, or in any way reproduce or circumvent the navigational structure or presentation of the Portal or any of its content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available on the Portal.

5.4

You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Portal or any transaction being conducted on the Portal, or with any other person’s use of the Portal. You will not use the Portal or any of its content for any purpose that is unlawful or prohibited by these Terms of Service.

5.5

You shall at all times ensure full compliance with the applicable provisions, as amended from time to time, of (i) all applicable domestic laws, rules and regulations (including the provisions of any applicable banking laws and regulations, laws and regulations pertaining to NBFCs, exchange control laws or regulations in force, goods and service tax, income tax, central excise, customs duty, local levies); and (ii) international laws, foreign exchange laws, statutes, ordinances and regulations regarding and applicable to the use of the Portal and listing, purchase, solicitation of offers to purchase, and sale of products or services. You shall not engage in any transaction which is prohibited by the provisions of any applicable law including but not limited to the aforementioned laws or regulations.

5.6

In order to allow the Company to use the information supplied by You, without violating any rights or any laws, You agree to hereby grant the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, database rights or any other rights. The Company will only use the information in accordance with these Terms of Service and Privacy Policy (defined below) applicable to the use of the Portal.

5.7

The Company reserves the right, but has no obligation, to monitor the materials posted on the Portal. The Company shall have the right to remove or edit any content that in its sole discretion violates, or is alleged to violate, any applicable law or the spirit of these Terms of Service. In no event shall the Company assume any responsibility or liability for any content posted or for any claims, damages or losses resulting from the use of content and/or appearance of content on the Portal.

5.8

The Company shall have all the rights to take necessary action and claim damages that may occur due to Your involvement/participation in any way, either on its own or through group/s of people, intentionally or unintentionally involved in hacking.

5.9

You understand that Your content may be transferred unencrypted cand involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. You understand and acknowledge that the use of the Portal requires internet connectivity and telecommunication links. You shall bear the costs incurred to access and use the Portal and avail the Services, and the Company shall not, under any circumstances whatsoever, be responsible or liable for such costs.

6

Accuracy, Completeness and Timeliness of Information

6.1

The Company is not responsible for any inaccuracy, incompleteness or outdated information made available on the Portal, either provided by You or otherwise. The material on the Portal is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. You agree that the Company does not owe any responsibility or obligation whatsoever towards ensuring the accuracy of the information provided by other members. Any reliance on the material on the Portal is at Your own risk, and You agree not to claim any liability, loss or damages from the Company as a result of Your reliance on any material, information or content that is available on the Portal.

6.2

The Portal may contain certain historical information. Historical information, necessarily, is not current and is provided for the purpose of reference only. The Company reserves the right to modify the contents of the Portal at any time but has no obligation to update any information on the Portal. You agree that it is Your responsibility to monitor changes to the Portal.

6.3

Occasionally, there may be information on the Portal that contains typographical errors, inaccuracies, or omissions. The Company reserves the right to correct any such errors, inaccuracies, or omissions, and to change or update information if any information on the Portal is inaccurate at any time without prior notice

7

Disclaimers of Warranties and Limitation of Liability

7.1

The Company endeavours to make the Portal available, as far as possible, at all times. However, the Company does not represent that access to the Portal will be uninterrupted, timely, error-free, free of viruses or other harmful components or that such defects will be corrected

7.2

The Company does not warrant that the Portal will be compatible with any hardware and software which is used by You. The Company shall not be liable for damage to, or viruses or other code that may affect, any equipment, software, data or other property as a result of downloading and installing the Portal.

7.3

The Company does not represent or warrant that the information available on the Portal will be correct, accurate or otherwise reliable for any particular purpose.

7.4

The Portal is provided on an “as is” and “as available” basis. The Company expressly disclaims all warranties of any kind, whether express or implied with respect to the records and other data that is made available by it to You.

7.5

The Company does not represent any of the members of the Portal and disclaims any liability with respect to any error or inconsistency with respect to any information relating to such members displayed on the site or with respect to the Services provided. Any information provided with respect to the members is subject to change without notice. Any trademark, word mark or intellectual property of any of the members/users of the Portal belong to such members/users alone, and the Company has no right or claim over the same.

7.6

The Company is not responsible and will have no liability for: (i) any content or services provided by any persons or entities other than the Company; (ii) damages of any kind that result from the downloading of any data or any other materials on the Portal or through the Portal; or (iii) the failures of the internet or any data or telecommunications equipment, system or network used in connection with the Portal.

7.7

The Company shall not be liable for: any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation, any financial losses, loss of data, replacement costs, or any similar damages, whether based in contract, tort, strict liability or otherwise, arising from the use of the Portal, or for any other claim related in any way to the use of the Portal, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Portal or any content posted, transmitted, or otherwise made available via the Portal, even if advised of their possibility.

7.8

The Company shall not be liable to anyone else for any losses or injury arising out of or relating to the information provided on the Portal. In no event will the Company or its employees, affiliates, authors or agents be liable to You or any third party for any decision made or action taken by You.

8

Privacy

All information about You that is collected, stored or transmitted in any way on the Portal, including any registration information, is subject to our Privacy Policy (the “Privacy Policy”), which can be accessed at [insert link].

9

Communication Channels

9.1

The Portal may contain communication channels, such as chat areas (“Communication Channels”), provided for Your interaction with the Portal. While the Company is not obligated to monitor these Communication Channels, it retains the discretion to do so and reserves the right to assess and remove any materials posted therein, at its discretion and without prior notice, for any reason. The Company maintains the right to terminate or suspend Your access to any Communication Channels at any time, without notice and at its sole discretion.

10

Communication Channels

10.1

The Company reserves the right to change, suspend or discontinue any of its Services upon reasonable notice to the extent permissible under the applicable law.

10.2

In the event of such change or suspension, the Company is under no obligation whatsoever to store Your data or provide You with a copy of any information that You have provided to the Company or posted on the Portal, except to the extent required by applicable laws and as enumerated in the Privacy Policy

11

Third Party Links

11.1

Certain content, advertisements or products available via the Portal may include materials from third parties

11.2

Third-party links on the Portal may direct You to third-party websites that are not affiliated with the Company. The Company is not responsible for examining or evaluating the content or accuracy and does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties.

11.3

The Company is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure to understand them before engaging in any transactions. Complaints, claims, concerns, or questions regarding any third-party should be directed to such third-party.

12

Intellectual property

12.1

The Company is either the owner of intellectual property rights or has the non-exclusive, worldwide, perpetual, irrevocable, royalty free, sub-licensable (through multiple tiers) right to exercise the intellectual property, on the Portal, and on the material published by it.

12.2

You must not modify the paper or digital copies of any materials printed or downloaded in any way, and they must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

12.3

You must not use any part of the materials on the Portal for commercial purposes without obtaining a licence to do so from the Company.

13

Indemnification

13.1

You agree to indemnify, defend and hold harmless the Company, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of a breach of the Terms of Service or the documents they incorporate by reference, or violation of any law or the rights of a third-party.

14

Severability

14.1

You agree to indemnify, defend and hold harmless the Company, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of a breach of the Terms of Service or the documents they incorporate by reference, or violation of any law or the rights of a third-party.

15

Independent Contractors

15.1

Nothing herein contained shall constitute or be deemed to constitute a relationship of agency, partnership, joint venture or employment between You and the Company.

16

Termination

16.1

These Terms of Service are effective unless and until terminated by either You or the Company. You may terminate these Terms of Service at any time by notifying the Company that You no longer wish to use the Portal, or when You cease using the Portal

16.2

If in the Company’s sole judgment You have failed, or the Company suspects that You have failed, to comply with any term or provision of the Terms of Service, the Company may also terminate Your access to the Portal, or cease the provision of the Services at any time without notice and You will remain liable for all breaches and amounts due up to and including the date of termination; and/or accordingly may deny Your access to the Portal or the Services (or any part thereof).

17

Termination

17.1

The Terms of Service , Privacy Policy, Service Agreement and any policies or operating rules posted by the Company on the Portal from time to time constitute the entire agreement and understanding between You and the Company with respect to the Portal, and supersede any prior or contemporaneous agreements, communications and proposals, whether oral or written, between You and the Company (including, but not limited to, any prior versions of the Terms of Service).

17.2

Any ambiguities in the interpretation of the Terms of Service shall not be construed against the Company.

18

Waiver

18.1

The failure of the Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision by the Company.

19

Governing law and dispute resolution

The Terms of Service are governed by the laws of India. Any action, suit, or other legal proceeding, which is commenced to resolve any matter arising under or relating to this Portal, shall be subject to the exclusive jurisdiction of the courts at Bengaluru, India. [Note to TruHypothesys: Please confirm]

20

Contact Information

All notices and enquiries to the Company can be addressed to:

[Insert name]
Email address – [insert email address]
Address – [insert address of the Company]
Phone No. – [insert phone number]

21

Grievance Redressal

21.1

All grievances with the Company with respect the Terms of Services can be addressed to-

[insert name]
[insert email address]
[insert phone number]
[insert address]
In the event any of Your grievances are not suitably resolved or with respect to the alleged breach of any statutory compliances, such grievances can be escalated to
[insert name]
[insert email address]
[insert phone number]
[insert address]