TERMS & CONDITIONS

1. INTRODUCTION AND ACCEPTANCE

1.1 About Graviti Exchange

Graviti Exchange (the "Platform") is a Virtual Digital Asset ("VDA") trading platform operated and managed by AlphaQuest Technovations Private Limited (CIN: U62099MH2024PTC435645), having its registered office at WeWork Oberoi Commerz II, 20th Floor, CTS 95 HD-338, Goregaon East, Mumbai – 400063, Maharashtra, India (hereinafter referred to as "Company", "We", "Us", or "Our", which terms shall include Our affiliates, group entities, related parties, and authorised service providers).

1.2 Acceptance of Terms

Please read these User Terms and Conditions ("Terms") carefully before accessing, browsing, registering on, or using the Graviti Exchange Platform or any of its Services. By registering an account, accessing, or using the Platform in any manner, you ("User", "you", or "your") acknowledge that you have read, understood, and unconditionally agree to be bound by these Terms and all Additional Policies incorporated herein by reference.

If you do not agree with any part of these Terms, you must immediately cease using the Platform, close your Account, and withdraw any outstanding funds.

1.3 Amendments

We reserve the right to modify, update, or replace these Terms at any time. Amendments take effect upon publication on the Platform. Your continued use of the Platform following any amendment constitutes your acceptance thereof. You are responsible for periodically reviewing these Terms. We shall have no liability arising from your failure to do so.

2. DEFINITIONS

Unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:

a. Account means the registered user account on the Platform;

b. AML means anti-money laundering;

c. AML Regulations means the Prevention of Money Laundering Act, 2002, and all rules, regulations, guidelines, and circulars issued thereunder, including FIU-IND directions;

d. Bankruptcy Price means the price at which a User's losses equal their initial collateral, resulting in a zero margin balance, in the context of perpetual futures trading;

e. Client Funds means both VDA and fiat currency (INR) balances held in a User's Account or Wallet;

f. Derivatives means perpetual futures contracts and options contracts based on underlying VDAs, as offered on the Platform from time to time;

g. Force Majeure has the meaning ascribed to it in Clause 20;

h. FIU-IND means the Financial Intelligence Unit – India;

i. Funding Fee means periodic payments applicable to perpetual futures contracts, paid or received based on the divergence between the spot price and the contract price;

j. Index Price means the weighted average spot price of a VDA derived from designated reference exchanges, used for liquidation and unrealised P&L calculations;

k. KYC means know-your-customer verification as required under applicable law or determined by the Company;

l. Liquidation Price means the price at which a User's margin balance falls below the required maintenance margin, triggering forced position closure;

m. Options means European-style options contracts on underlying VDAs, quoted in USDT and settled in INR, exercisable only at expiry if in-the-money;

n. Platform means Graviti Exchange, including the website, Android app, iOS app, web application, APIs, developer portal, and all associated digital infrastructure;

o. Restricted Jurisdiction means any jurisdiction prohibited by the Company under applicable law, sanctions requirements, internal risk policies, or regulatory restrictions;

p. Services means all products, features, tools, and functionalities offered on the Platform, including spot trading, futures trading, options trading, wallet services, custody, on-ramp/off-ramp services, staking, and any future offerings;

q. Sanctions Lists means lists maintained by UNSC, OFAC, EU, UK HM Treasury, or any other applicable authority;

r. Transaction Fee means fees payable per trade or transaction as specified in the Fee Schedule;

s. VDA or Virtual Digital Asset has the meaning assigned under the Income Tax Act, 1961, as amended; and

t. Wallet means the online VDA or fiat wallet accessible through the Platform and associated with a User's Account.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Eligibility Criteria

Access to the Platform and Services is only to individuals and entities meeting all of the following criteria:

a. You are a natural person of at least 18 (eighteen) years of age and legally competent to enter into binding contracts under applicable Indian law;

b. You are a resident of India as defined under the Foreign Exchange Management Act, 1999 ("FEMA"), and the Income Tax Act, 1961;

c. You are not a citizen, national, or resident of any Restricted Jurisdiction or subject to sanctions imposed by any applicable authority;

d. You are not on any Sanctions List, nor are you owned or controlled by any sanctioned person or entity;

e. You have not previously been suspended, debarred, or banned from using the Platform or any Services;

f. You are duly authorised, if acting on behalf of a corporate entity incorporated under applicable Indian law, and all necessary internal authorisations have been obtained; and

g. Your use of the Platform does not violate any applicable law, regulation, or order in your jurisdiction.

We reserve the right to refuse Account creation or withdraw access at any time, at our sole discretion, where these eligibility requirements are not satisfied.

3.2 Account Registration and KYC

To access the Services, you must complete the Account registration process and satisfy our KYC verification requirements as specified in the KYC & AML Policy. Required information and documentation includes:

a. For Individuals: Full legal name, date of birth, gender, PAN card, Aadhaar, proof of address, photograph, mobile number, email address, and bank account details.

We may require video KYC, liveness checks, or enhanced due diligence at our discretion.

Your Account will be activated only upon successful completion of KYC verification. We reserve the right to conduct periodic re-KYC and enhanced due diligence at any time. Where applicable under Indian law, the Company may retrieve, verify, upload, update, or rely upon KYC records and KYC Identifier information available through the Central KYC Records Registry (“CKYCR”) in accordance with applicable regulatory requirements. You consent to such retrieval, verification, use, and sharing of KYC information for compliance purposes.

3.3 One Account Per User

You may maintain only one Account unless we have provided express written consent for additional accounts. Detection of duplicate accounts may result in suspension, merger, or termination of such accounts at our discretion, without liability.

3.4 Accuracy of Information

All information provided by you must be accurate, complete, current, and not misleading. You must promptly notify us of any changes. We bear no responsibility for losses arising from inaccurate or outdated information. We may request supporting documentation to verify information at any time.

3.5 Email and Mobile Number Updates

Requests to update your registered email address or mobile number must be submitted to support@graviti.exchange.

3.6 Account Security

You are solely responsible for maintaining the confidentiality of your Account credentials, including passwords, PINs, and 2-factor authentication ("2FA") codes. You must:

a. Enable 2FA or multi-factor authentication when prompted or available;

b. Use a unique, strong password not reused on other platforms;

c. Immediately notify us at support@graviti.exchange upon any suspected or actual unauthorised access to your Account;

d. Never share your credentials, allow third parties to access your Account, or permit observation of your login.

We are not liable for losses resulting from unauthorised access caused by your failure to maintain adequate account security.

3.7 Single-Account Operator Requirement

Only the registered Account holder may operate their Account. Operation by any third party, including family members, authorised representatives (unless expressly permitted by us for corporate accounts), or agents, constitutes a material breach of these Terms and may result in immediate Account suspension and termination.

4. SERVICES

4.1 Scope of Services

Subject to these Terms and completion of KYC, the Company provides the following Services:

a. Spot trading of supported VDAs against INR and USDT pairs;

b. Trading of VDA/INR and VDA/USDT perpetual futures contracts and options;

c. Wallet and custody services for VDAs and INR balances;

d. On-ramp and off-ramp services facilitating INR deposits and withdrawals via approved banking channels;

e. Exchange of supported VDAs for INR or other supported VDAs; and

f. Such additional products, features, and services as may be introduced from time to time.

We act as the counterparty to all trades executed on the Platform. The Platform is not a peer-to-peer marketplace for trades between Users. We facilitate VDA incoming transfers to Wallets as intermediary only.

4.2 Nature of Derivatives Contracts

Perpetual futures and options contracts offered on the Platform are legally valid and binding commercial agreements. The Company retains the right (but not the obligation) to require physical delivery of the underlying VDA in accordance with its terms and policies. All Derivativeghs are settled in INR. Users may speculate on the future price of VDA Derivatives, and depending on the price, may hold or transfer positions to other eligible buyers.

As a buyer in a Derivatives contract, you may not refuse delivery. As a seller, you shall not default on delivery obligations.

4.3 Funding Fees

Perpetual futures contracts are subject to periodic Funding Fees, typically assessed every eight hours at 05:30 IST, 13:30 IST, and 21:30 IST. Funding Fees are paid or received depending on your position (long or short) and the divergence between the contract price and the underlying spot price. Funding Fees are designed to maintain alignment between the futures price and the spot market. By entering into a perpetual futures contract, you agree to pay or receive Funding Fees as determined by the Platform.

4.4 Withdrawal Requirements

The Company may apply withdrawal restrictions, temporary holds, cooling periods, enhanced due diligence (“EDD”), or additional verification measures where deposits are followed by immediate withdrawal requests without reasonable trading activity, or where the activity appears inconsistent with the customer profile, declared source of funds, fraud-risk indicators, or the Company’s AML/CFT controls. Referral rewards may also be subject to similar verification controls and withdrawal conditions.

Repeated, structured, or abnormal patterns involving deposits followed by withdrawals without reasonable trading activity may be treated as suspicious activity under the Company’s AML/CFT framework and may result in enhanced review, transaction restrictions, account suspension, or reporting to competent authorities in accordance with applicable law. By depositing funds or using the Platform, you acknowledge and agree that such controls may be applied as part of the Company’s fraud prevention, risk management, and regulatory compliance programme.

Disclaimer

Withdrawals, including referral rewards, are permitted only after at least one trade has been executed on the Platform. Accounts that request a withdrawal prior to any trading activity may be subject to a temporary hold pending completion of enhanced due diligence. By depositing funds, you acknowledge and agree to these terms.

5. LIQUIDATION, MARGIN, AND DERIVATIVES MECHANICS

5.1 Liquidation

Liquidation occurs when your margin balance falls below the required maintenance margin threshold. Upon liquidation, your position will be closed to prevent further losses. The Liquidation Price is the price at which this process is triggered; the Bankruptcy Price is the price at which your losses equal your entire initial collateral, resulting in a zero margin balance.

5.2 Price Types

The Platform uses three price references for perpetual futures:

a. Last Price: The price of the most recent trade executed on the Platform for a given VDA derivative;

b. Market Price: The real-time price on the Platform used to assess whether the Liquidation Price has been breached; and

c. Index Price: The weighted average spot price derived from designated reference exchanges, weighted by volume, used to calculate unrealised P&L and the Market Price, and to mitigate manipulation risk.

Liquidation is assessed by comparing the Market Price against the Liquidation Price. Liquidation orders are executed at or above the Bankruptcy Price. We reserve the right to modify the liquidation mechanism, margin requirements, and price calculation methodologies with prior notice.

5.3 Risk of Total Loss

Trading in VDA Derivatives involves significant risk. You acknowledge that you may lose your entire invested capital. Leverage amplifies both gains and losses. Do not trade with funds you cannot afford to lose. Please refer to our Risk Disclosure Document for a comprehensive description of applicable risks.

6. KYC, AML/CFT, AND SANCTIONS COMPLIANCE

6.1 Regulatory Obligations

The Company is committed to full compliance with the Prevention of Money Laundering Act, 2002, FEMA, applicable FIU-IND reporting obligations, and international AML/CFT standards. We maintain a comprehensive KYC & AML Policy as required by applicable law.

6.2 User Obligations

You represent, warrant, and undertake at all times that:

a. All funds deposited or transferred to your Account are derived from lawful sources and are not the proceeds of any criminal, illegal, or unlawful activity;

b. You are not using the Platform to facilitate money laundering, terrorist financing, sanctions evasion, tax evasion, or any other prohibited activity;

c. You are not subject to, or owned or controlled by any entity subject to, any applicable sanctions or trade restrictions;

d. Any VDA transfers received in your Wallet originate solely from wallets owned and controlled by you, an Indian resident;

e. You will promptly disclose to us any change in your legal or regulatory status, including becoming a Politically Exposed Person ("PEP") or a sanctioned party; and

f. You will cooperate fully with any enhanced due diligence, transaction monitoring, or investigation conducted by us.

6.3 Monitoring and Reporting

We conduct ongoing transaction monitoring and may file Suspicious Transaction Reports ("STRs") or Suspicious Activity Reporting (“SARs”) with FIU-IND as required. We reserve the right to freeze, block, or reject, suspend, or offset transactions suspected of being related to prohibited activities. We may also share information with law enforcement and regulatory authorities as required by applicable law without notice to you.

6.4 Sanctions Screening

We conduct sanctions screening against applicable lists, including International Criminal Police Organization, Financial Action Task Force, US The Office of Foreign Assets Control (OFAC), European Commission, Office of Financial Sanctions Implementation, RBI, UNSC, UK-HMT, MHA, UK-HO, and other Indian Watchlists at onboarding and on an ongoing basis. If you are identified on any Sanctions List, we will immediately restrict or terminate your Account and may freeze Client Funds as required by law.

7. USER REPRESENTATIONS, WARRANTIES, AND UNDERTAKINGS

By accessing the Platform and at all times during your use of the Services, you represent, warrant, and undertake that:

a. You meet all eligibility requirements set out in Clause 3.1;

b. All information provided to us is truthful, accurate, complete, and not misleading;

c. You are not in breach of, and will not breach, any applicable law, including AML Regulations, FEMA, the Income Tax Act, 1961, the Information Technology Act, 2000, and the DPDPA;

d. You have the financial expertise, experience, and risk tolerance appropriate for VDA and VDA derivative trading;

e. You will not trade on behalf of any third party without our express prior written consent;

f. You have not been adjudged insolvent or bankrupt;

g. You do not maintain any other Account on the Platform;

h. Your use of the Platform does not violate any fiduciary duty, contractual obligation, court order, or applicable law;

i. All transactions executed by you on the Platform are for legitimate commercial purposes and not for market manipulation, insider trading, or any prohibited purpose;

j. You are solely responsible for determining and discharging all tax liabilities arising from your trading activities, including income tax, TDS under Section 194S of the Income Tax Act, 1961, and any other applicable taxes;

k. You have read and understood the Risk Disclosure Document and acknowledge the risk of total loss; and

l. You consent to us deducting applicable TDS on referral rewards and other income, and providing you with the relevant tax certificates.

8. PROHIBITED ACTIVITIES

You must not engage in or facilitate any of the following on the Platform:

a. Market manipulation, spoofing, layering, wash trading, front-running, insider trading, or any form of abusive or deceptive trading practice;

b. Uploading, transmitting, or distributing malware, viruses, trojans, ransomware, or any malicious code;

c. Attempting to probe, scan, exploit, or test any vulnerability in the Platform's security infrastructure;

d. Unauthorised access to any server, database, system, or Account;

e. Impersonation of any person, entity, or representative of the Company;

f. Use of automated bots, scrapers, crawlers, or data-mining tools without our express written consent;

g. Engaging in transactions involving the proceeds of illegal activity, money laundering, or terrorist financing;

h. Circumventing geographic restrictions, KYC requirements, account limits, or any other controls implemented by us;

i. Creating accounts by automated means or under false, fraudulent, or stolen identities;

j. Publishing or distributing false, misleading, defamatory, or harmful content on or through the Platform;

k. Engaging in activities that infringe any intellectual property right of the Company or any third party;

l. Facilitating transactions with persons or entities subject to applicable sanctions;

m. Any activity that constitutes a criminal offence or is otherwise unlawful under Indian law; or

n. Any activity that interferes with, disrupts, or degrades the performance or security of the Platform.

A breach of this Clause constitutes a material breach of these Terms. We reserve the right to immediately suspend or terminate your Account, freeze Client Funds, report the matter to relevant authorities, and take all such further legal and regulatory action as we deem appropriate, without prior notice.

9. FEES AND TAXES

9.1 Transaction Fees

All transactions on the Platform are subject to fees as specified in the Fee Schedule published on the Platform and updated from time to time. We reserve the right to amend the Fee Schedule with 7 (seven) days' prior notice except where regulatory requirements necessitate immediate changes. All fees are exclusive of applicable Goods and Services Tax ("GST") and other indirect taxes, which will be charged separately and borne by you.

9.2 Funding Fees

Funding Fees applicable to perpetual futures contracts are calculated and applied as described in Clause 4.3 and the Trading Policy. Funding Fees may be positive or negative and are automatically debited or credited to your Account.

9.3 Taxes

You are solely responsible for determining, reporting, and paying all taxes applicable to your transactions on the Platform, including but not limited to:

a. 30% tax on income from VDA transfers under Section 115BBH of the Income Tax Act, 1961;

b. TDS at 1% under Section 194S of the Income Tax Act, 1961, on VDA transfers above the prescribed threshold, which we are authorised and required to deduct and deposit on your behalf;

c. GST on Services as applicable; and

d. Any other tax liability arising under applicable law.

We will provide TDS certificates as per statutory requirements. You are responsible for claiming any credits, refunds, or exemptions from relevant tax authorities. We accept no responsibility for your individual tax position.

You acknowledge and agree that perpetual futures and options contracts on the Platform do not constitute "VDAs", "goods", or "services" for the purposes of GST law, to the extent applicable.

10. WALLET, CUSTODY, AND SETTLEMENT

10.1 Wallet Services

Each registered User is assigned a Wallet for holding supported VDAs and INR balances. The Wallet is operated by us and accessible through the Platform. You acknowledge that:

a. Wallet balances represent a claim against us for the equivalent VDA or INR and do not constitute ownership of specific digital tokens segregated in your name;

b. We maintain appropriate reserves and segregate Client Funds from Company funds in accordance with applicable law and best practices;

c. We are not a bank and INR balances do not earn interest unless a specific product offering states otherwise; and

d. Incoming VDA transfers must originate solely from wallets owned and controlled by you, and you must not receive transfers from third parties.

10.2 Settlement

All trades on the Platform are settled in INR or in the relevant VDA, as applicable to the product type. Settlement timelines are as specified in the Trading Policy. We reserve the right to modify settlement procedures in response to market conditions, network congestion, or regulatory requirements.

10.3 Withdrawals

Withdrawal of Client Funds is subject to:

a. Completion of all applicable KYC and AML verification;

b. Execution of at least one trade on the Platform (as described in Clause 4.4);

c. Absence of any pending regulatory inquiry, freeze order, or legal hold; and

d. Compliance with daily, weekly, and monthly withdrawal limits as specified in the Fee Schedule.

We reserve the right to delay, suspend, or reject withdrawal requests where required by law, court order, regulatory direction, or where we have reasonable grounds to suspect fraudulent or prohibited activity.

10.4 Blockchain Forks

We do not own or control the underlying software protocols of any VDA network. These protocols may be open-source and subject to operational changes, including forks. In the event of a Fork, we may temporarily suspend Services related to the affected VDA and, at our sole discretion, determine whether to support any Forked Network. We are not liable for any loss of value resulting from a Fork or our response thereto.

11. RISK DISCLOSURES

11.1 General Risk Acknowledgement

VDA trading and VDA derivative trading involve a high degree of financial risk. By using the Platform, you acknowledge and accept the following risks:

a. Market Risk: VDA prices are highly volatile and may lose significant value rapidly or completely. Past performance is not indicative of future results.

b. Leverage Risk: Derivatives trading involves leverage, which amplifies both potential gains and potential losses. You may lose more than your initial margin.

c. Liquidity Risk: Market conditions may at times prevent the execution of trades at desired prices.

d. Technology Risk: Software bugs, cyberattacks, network failures, or exchange downtime may result in financial loss.

e. Regulatory Risk: VDAs and VDA derivatives are subject to an evolving and uncertain regulatory environment in India. Adverse regulatory action may affect your ability to access, trade, withdraw, or hold VDAs.

f. Custody Risk: Despite our security measures, no system is entirely immune to cyberattack. Loss of VDAs due to security breaches, except where directly caused by our wilful misconduct, is at your risk.

g. Counterparty Risk: The Platform facilitates execution and settlement of transactions between eligible participants and/or through liquidity arrangements determined by the Company. Our financial condition affects your ability to recover funds.

h. Fork and Protocol Risk: Changes to underlying blockchain protocols may affect the value and functionality of VDAs.

i. Tax Risk: The tax treatment of VDA transactions is complex and may change. You are responsible for your own tax compliance.

11.2 No Investment Advice

We do not provide investment, financial, legal, or tax advice. Nothing on the Platform or any of our social media constitutes a recommendation to buy, sell, hold, or trade any VDA or VDA derivative. You are solely responsible for all trading decisions. You should seek independent financial and legal advice before trading.

11.3 Regulatory Disclaimer

VDAs are unregulated digital assets. They are not legal tender and are not backed by any government or central bank. There may be no regulatory recourse for losses arising from VDA trading. The regulatory and tax framework for VDAs in India is evolving and may contain ambiguities or gaps.

12. ELECTRONIC COMMUNICATIONS AND NOTICES

By registering an Account, you consent to receive all communications, notices, agreements, disclosures, and documents from us electronically, including by email, SMS, push notification, in-app message, or posting on the Platform. Electronic communications satisfy any legal requirement for written notice. It is your responsibility to maintain accurate and current contact information.

We are not liable if an electronic communication is not received due to incorrect, blocked, or outdated contact information, or redirection to spam/junk folders. A communication shall be deemed delivered upon dispatch by us. You must notify us promptly at support@graviti.exchange of any change in contact details.

All notices to us must be sent to support@graviti.exchange unless otherwise specified. Grievances must be directed to our Grievance Officer as specified in Clause 19.

We may communicate with you by phone or SMS in connection with the Platform. You represent that such communications do not conflict with your preferences registered under the Telecom Commercial Communications Customer Preference Regulations, 2018.

13. INTELLECTUAL PROPERTY

All content, technology, software, databases, user interfaces, trade names, trademarks, service marks, logos, designs, and other materials on the Platform are the property of the Company or our licensors and are protected by applicable intellectual property laws, including the Copyright Act, 1957, the Trade Marks Act, 1999, and relevant international conventions.

We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for personal, non-commercial purposes in connection with availing the Services. This licence does not include any right to:

a. Reproduce, duplicate, distribute, or commercially exploit any content or feature of the Platform;

b. Create derivative works based on the Platform or its content;

c. Reverse engineer, decompile, or disassemble any part of the Platform;

d. Use data mining, robots, scrapers, or automated tools to extract content; or

e. Register or use any trademark, domain name, or mark confusingly similar to ours.

Any Feedback (suggestions, ideas, bug reports, or improvements) submitted by you to us is granted to us on a perpetual, irrevocable, royalty-free, worldwide basis, without additional compensation. We may freely use, disclose, and exploit such Feedback.

14. THIRD-PARTY SERVICES AND INTEGRATIONS

The Platform may integrate with or link to third-party platforms, payment gateways, data providers, identity verification services, and other external services ("Third-Party Services"). We do not own, control, endorse, or assume responsibility for any Third-Party Services. Your use of Third-Party Services is entirely at your own risk and governed solely by the terms and conditions of the relevant third party.

We are not liable for any loss, damage, or inconvenience arising from your use of or reliance on Third-Party Services, including service failures, data breaches, or changes in the availability of such services. We reserve the right to discontinue integration with any Third-Party Service at any time without entitling you to compensation.

15. SUSPENSION, TERMINATION, AND ENFORCEMENT

15.1 Suspension and Termination by Company

We may immediately suspend or terminate your Account, restrict access to Services, freeze Client Funds, and/or cancel open positions, with or without prior notice, if:

a. You breach any provision of these Terms or any Additional Policy;

b. We determine that you no longer satisfy the eligibility requirements;

c. We have grounds to suspect fraudulent, illegal, or prohibited activity;

d. We are required to do so by applicable law, court order, or regulatory direction;

e. You are identified on any Sanctions List;

f. Your Account is subject to a legal dispute, investigation, or freeze order; or

g. You provide false, misleading, or inaccurate information.

Our decision to suspend or terminate may be based on confidential criteria. We are under no obligation to disclose the basis for such decisions.

15.2 Termination by User

You may terminate your Account at any time by sending a request from your registered email to support@graviti.exchange. You must close all open positions and settle all outstanding obligations prior to termination. We will process the return of remaining Client Funds within reasonable time after Account termination, subject to regulatory requirements, operational time, applicable deductions, and the absence of any legal hold or pending inquiry.

15.3 Effect of Termination

Upon termination of your Account, all licences and rights granted to you under these Terms cease immediately. We retain the right to maintain transaction records and other Account data in accordance with applicable law, regulatory requirements, and our AML Policy. Provisions of these Terms that by their nature survive termination shall continue in full force and effect, including Clauses 7, 8, 9, 10, 11, 13, 16, 17, 18, 21, and 22.

15.4 Enforcement Actions

In addition to suspension or termination, we may, in response to prohibited activities or breaches:

a. Block, cancel, or reverse transactions;

b. Impose enhanced transaction limits or withdrawal restrictions;

c. Report the matter to FIU-IND, law enforcement, or any applicable regulatory authority;

d. Publish details of confirmed violations where required or permitted by law; or

e. Pursue civil or criminal legal action.

16. LIMITATION OF LIABILITY

16.1 No Warranty

The Platform and Services are provided on an "as is" and "as available" basis without any warranty, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement. We do not warrant that the Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

16.2 Exclusion of Liability

To the maximum extent permitted by applicable law, we and our affiliates, officers, directors, employees, shareholders, agents, and representatives ("Graviti Parties") shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary losses or damages, including:

a. Loss of profits, revenue, business, data, goodwill, or anticipated savings;

b. Trading losses resulting from price volatility, market conditions, platform outages, or execution failures;

c. Loss of VDAs arising from cybersecurity incidents, except where directly caused by our wilful misconduct;

d. Disruptions to blockchain networks, forks, or protocol changes affecting VDA value or functionality;

e. Regulatory actions, changes in applicable law, or governmental interventions affecting the Platform or Services;

f. Suspension, restriction, or termination of your Account in accordance with these Terms;

g. Failures of Third-Party Services integrated with the Platform;

h. Force Majeure events as defined in Clause 20; or

i. Your reliance on any information published on the Platform.

16.3 Liability Cap

Notwithstanding anything to the contrary contained in these Terms, to the fullest extent permitted under applicable law, the Platform, its affiliates, directors, officers, employees, agents, and service providers shall have no liability whatsoever for any losses, damages, costs, expenses, claims, or liabilities incurred by you arising out of or in connection with the Platform, the Services, any Transaction, or these Terms, whether arising in contract, tort (including negligence), statute, equity, or otherwise.

16.4 Sole Remedy

Your sole and exclusive remedy for any dissatisfaction with the Platform, Services, or Account termination is the return of your Client Funds, subject to applicable deductions, legal holds, and regulatory requirements.

17. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Graviti Parties from and against any and all losses, claims, demands, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to:

a. Your breach of any provision of these Terms or any Additional Policy;

b. Your violation of any applicable law, regulation, or third-party right;

c. Your use of the Platform or Services, including your trading activities;

d. Any information, content, or material you provide to us that is false, inaccurate, or misleading;

e. Any dispute between you and another User or third party; or

f. Your failure to comply with any tax obligation arising from your use of the Services.

18. PRIVACY AND DATA PROTECTION

The collection, processing, storage, and transfer of your personal data is governed by our Privacy Policy, available on the Platform. By accepting these Terms, you consent to the processing of your personal data as described in the Privacy Policy.

We process personal data in accordance with the Digital Personal Data Protection Act, 2023, the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and other applicable data protection laws. We implement reasonable technical and organisational security measures to protect your data from unauthorised access, loss, or misuse.

You shall not disclose any confidential information relating to us that comes into your possession in connection with these Terms. We may disclose your information to law enforcement, regulatory authorities, or courts as required by applicable law, court order, or regulatory direction, or as otherwise described in our Privacy Policy.

19. GRIEVANCE REDRESSAL

If you have any grievance, complaint, or objection in relation to the Platform, Services, or these Terms, you may contact our team at:

Email: support@graviti.exchange

Response Time: We aim to acknowledge complaints within 48 hours and resolve them within 30 days.

Please provide all relevant details, supporting documents, and transaction references when submitting a complaint. We will undertake reasonable efforts to investigate and resolve your grievance in a fair and timely manner.

20. FORCE MAJEURE

We shall not be liable for any delay, failure, or interruption in performance of our obligations under these Terms where such failure results from events beyond our reasonable control ("Force Majeure"), including:

a. Acts of God, natural disasters (earthquake, flood, cyclone, epidemic, pandemic);

b. Acts of war, terrorism, civil unrest, strikes, or government action;

c. Significant and sudden market disruptions, including exchange halts or circuit breakers;

d. Cyberattacks, DDoS attacks, ransomware, or other technologically harmful events affecting our systems or third-party service providers;

e. Failure or interruption of telecommunications networks, internet service providers, or cloud infrastructure;

f. Changes in applicable law, regulation, or regulatory guidance requiring immediate operational changes; or

g. Any other event of a similar nature beyond our reasonable control.

In the event of a Force Majeure, we will notify you as soon as reasonably practicable and take reasonable steps to mitigate the impact on Services. Force Majeure does not affect your obligation to settle outstanding amounts owed to us.

21. DISPUTE RESOLUTION AND ARBITRATION

21.1 Informal Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the Services ("Dispute"), the parties shall first attempt to resolve the Dispute informally by written notice to the other party. The notice must describe the nature and basis of the Dispute and the relief sought. The parties shall negotiate in good faith for a period of 30 (thirty) days from receipt of such notice.

21.2 Arbitration

If the Dispute is not resolved informally within 30 days, it shall be referred to and finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996, as amended. The following terms apply:

a. The arbitral tribunal shall consist of a sole arbitrator mutually appointed by the parties or, failing agreement, appointed in accordance with the Act;

b. The seat and venue of arbitration shall be Mumbai, Maharashtra, India;

c. The language of arbitration shall be English;

d. The arbitral award shall be final and binding on both parties; and

e. Each party shall bear its own costs of arbitration unless the arbitrator determines otherwise.

21.3 Governing Law and Jurisdiction

These Terms and all Disputes arising therefrom shall be governed by and construed in accordance with the laws of the Republic of India. The courts of Mumbai, Maharashtra shall have exclusive jurisdiction to hear any application for interim relief, enforcement of an arbitral award, or any matter not subject to arbitration. You irrevocably submit to such jurisdiction and waive any objection as to inconvenient forum.

21.4 No Class Actions

You agree that any Dispute shall be resolved on an individual basis and not as part of a class, collective, or representative action. You waive any right to participate in class-wide arbitration.

22. GENERAL PROVISIONS

22.1 Entire Agreement

These Terms, together with all Additional Policies and any other agreements specifically incorporated herein, constitute the entire agreement between you and us relating to the Platform and Services, and supersede all prior agreements, representations, and understandings.

22.2 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between you and us. You have no authority to bind the Company in any manner.

22.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

22.4 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorised representative of the Company.

22.5 Assignment

You may not assign, transfer, or delegate any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction, including to affiliates, subsidiaries, or successors in interest. Any purported assignment by you in violation of this clause is void.

22.6 Change of Control

In the event of a merger, acquisition, restructuring, or sale of all or substantially all of our assets, we may transfer or assign your Account information and these Terms to the successor entity. We will notify you of any material change of control.

22.7 Rewards and Bonuses

We reserve the right to modify, suspend, or terminate any bonus, reward, referral, or promotional program at any time at our sole discretion. Rewards are subject to applicable tax withholding, including TDS, as required by law.

22.8 Survival

All provisions that by their nature should survive termination of these Terms shall survive, including Clauses 7, 8, 9, 11, 13, 16, 17, 18, 21, and 22.

22.9 Language

These Terms are executed in the English language. In the event of any conflict between the English version and any translation, the English version shall prevail.

22.10 Headings

Clause headings are for convenience only and shall not affect the interpretation of these Terms.