Introduction

These Terms of Service (“Terms”) sets forth the legally binding terms and conditions of your access to and use of any websites, mobile sites, mobile or desktop applications, products or services (the “Online platforms”) operated or offered by Famsil Technologies Pvt. Ltd., including its licensor, subsidiaries and/or affiliates (“Famsil”, “we”, “us” and “our”).

By accessing or availing our Services through the Online Platforms or BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, the User (“user’, “you” or “your”) agrees to be bound by these Terms. We reserve the right to modify these Terms, at any point in the future, without prior notice to you. In case of any material change in these Terms, we will notify you through our Online Platforms to the extent feasible. The updated copy of these Terms will be available on our Online Platforms along with the date of last revision. Your continued usage of our Online Platforms will serve as your acceptance of the revised Terms. These Terms should be read in conjunction with our Privacy Policy, Anti money laundering (AML) Policy and any terms and conditions mentioned on our Online Platforms for any specific product or service.

Definations

“AML Policy” means the policies and programs maintained by Us to comply with the provisions of AML Law and Regulations framed thereunder.

“Content” means any information, text, graphics, or other materials uploaded by the Company or the Users, which is accessible on the Online Platforms.

“Digital Assets” refer to cryptocurrencies, virtual digital assets (e.g. Bitcoin, Ethereum, USDT etc.), Non-Fungible Tokens (NFTs) including NFTs having underlying rights or assets or representing fractional ownership over any rights or assets or as may be referred to by any other names.

“Digital Wallet” means a wallet which can be used to store VDAs or NFTs and is controlled and operated by a User for storage of their Digital Assets on our Online Platform.

“Force Majeure” shall mean and include any cause arising from or attributable to acts, or events, beyond Our reasonable control, including natural calamity, strikes, terrorist action or threat, civil commotion, riot, crowd disorder, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, structural damage, epidemic or other natural disaster, calamity, attacks including through computer viruses, hacking, denial of service attacks, ransomware or other manmade disruptions or any law, order enactment, statutory direction, legislation, regulation, rule or ruling of government or any court of law or of a Government or regulatory authority.

“KYC” means Know Your Customer requirements as determined by Us or under the AML Regulations.

“Linked Bank Account” refers to any bank account owned and operated by the User and held with a Banking Institution, whose details were provided by the User during the account activation and verification process.

“Services” means services offered by Us through our Online Platforms as detailed under these Terms.

“Supported Digital Assets” refers to the VDAs in relation to which we provide any services through our Online Platforms.

“Third Party Service Provider” means any person or entity engaged by us to support or provide any service to us which are required, related to or in connection with the Services offered by us through the Online Platforms and includes any third party exchange, service provider engaged for user onboarding and verification, payment aggregator, network service providers, blockchain protocols and other similar service providers.

“User” is any natural or juristic person who uses the Online Platforms and avails the Services. Users may also be referred to as “you” or “your”.

User Account

1. You must create your account ( “User Account” ) to avail our Services. You can create your account by registering directly with us by providing your email ID, phone number, identity documents and other details as required on our Online Platforms. You will then be required to activate your account by following the identity verification process through Aadhar OTP or Video KYC as specified on our Online Platforms as per RBI Master Direction. The verification process and requirements therein might change from time to time as per applicable laws and regulations.
2. You are responsible for safeguarding your account and you agree not to disclose your password to any third party. You agree that you will be solely responsible for any activities or actions taken through your account. You also agree to immediately notify us of any unauthorized access or use of your account by writing to us. We reserve our right to initiate any action, including a legal action before a court or relevant law enforcement agencies, in case you impersonate or illegally access or attempt to access the User account belonging to any other person, or rendered false or forged documents for identity verification purpose to conceal or misrepresent your identity.
3. You will also be required to share your Bank account details and disclose the source of your funds as detailed in our AML Policy available on our Online Platforms. For further details on the account registration, validation process and anti-money laundering checks adopted by Us, we advise you to read our AML Policy as available on our Online Platforms.
4. Activating or validating your User account should not be construed as Us granting you any licence, allowing, permitting, encouraging or supporting your use of User account or Digital Wallet for illegal, unlawful, fraudulent, unethical, or unauthorised purposes or to promote or facilitate any illegal, unlawful, fraudulent, unethical or unauthorised activities. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.
5. Services offered by us through Online Platforms are currently restricted to Indian residents only.
6. We may require you to re-submit the user details including KYC and related documents or may require you to furnish any additional details as part of our ongoing due diligence, due to any suspicious action, transaction or behavior from your account or under the order or direction from any government authority or court having competent jurisdiction.
7. You are solely responsible for keeping your electronic devices and user account and Digital Wallet safe and secure by adopting reasonable security practices and operational safeguards. You are required to take all reasonable steps to avoid any loss, theft, misuse or unauthorised access to your electronic device which may result in unauthorised access to your User account or Digital wallet through our Online Platforms. We will not be liable for any loss, theft, compromise or unauthorised access to your electronic device or your user account, funds held in your Digital Wallet or associated bank account, card details or other source of payment.
8. You represent and warrant:
   1. that you have attained the age of majority and are competent to contract as per applicable law;
   2. that if you are registering on behalf of any entity, you are legally authorized to enter into agreements on behalf of the entity as per applicable laws;
   3. that your use of our Services will not violate any and all laws and regulations including licensing or approval requirements, anti-money laundering, terror financing, foreign exchange, privacy, data protection and other laws or regulations as applicable to you;
   4. that you will keep your account details up to date and will immediately inform us in case of any change in user information;
   5. that you will not circumvent, remove, degrade, deactivate, use any robot, spider, scraper, or other means to access our Services. You also agree not to decompile, reverse engineer, and disassemble any software or other products or services available on our Online Platforms. Additionally, you agree not to upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy, or limit the functionality of our service.
9. You understand and agree that we may terminate or restrict your use of our Services or access to your Account if you violate these Terms or engage in any illegal or fraudulent use of our service. We may also initiate any action under the order or direction of the Government, law enforcement authority or court. Under such order or direction, we may: (i) suspend your User Account; (ii) terminate your User Account; (iii) require you to withdraw funds or Digital Assets from your User Account or Linked Bank Account within a certain period of time; and (iv) withhold or transfer your Digital Assets or Funds. We will not be responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Applicable Laws, the guidance or direction of any such regulatory authority or government agency, or any writ of attachment, lien, levy, notice, warrant, or other legal order.

Services

10. Buying and selling Digital Assets: Company will buy and sell certain Digital Assets against INR.
11. Exchange platform: Our Online Platform will facilitate trading of Digital Assets between different users and allow users to list, bid, sell, purchase, collect, trade, showcase and otherwise transact Digital Assets. Company will not be a party to such transactions and will only provide and operate the platform.
12. We may require to avail the services of Third Party Service Providers to effectively provide you the Services and you understand and agree to the same.
13. You consent and authorize us to initiate and execute transactions on your behalf by clicking or giving command in any other form through our Online Platforms. We only initiate and execute transactions as per your consent and request.
14. In order to provide a seamless, uninterrupted and secure environment, we reserve our right to change, modify, repair, suspend and halt our Services through the Online Platforms. We will strive to provide you with a minimum downtime, however, we do not warrant that our Online Platforms and our Services will always be available/ uninterrupted. We will not be liable to you for any losses incurred due to any interruption, suspension or halt in our Services. We may suspend, withdraw, discontinue, or change all or any part of the Online Platforms without notice.

Terms Relating To Specific Types Of Digital Assets

NFT Assets

15. NFT Assets shall mean a non-fungible token representing fractional ownership over an underlying asset and transfer of such NFT Assets will result in the transfer of a fraction of bundle of rights associated with such underlying asset.
16. When you purchase a listed NFT Asset, you become, in the proportion of the NFT assets purchased, joint owner of the underlying asset and acquire the right to participate in decision making with respect to the use of the underlying asset. For the purposes of this clause, the expression 'use' of the underlying asset shall include management of the asset including leasing, licensing, lending and selling such underlying asset.
17. If you acquire an NFT Asset, you acknowledge and agree that you are only entitled to the above-mentioned bundle of rights in the underlying asset and purchase of an NFT asset will not result in acquisition or transfer of any intellectual property right contained in or associated with the underlying asset. Underlying assets are akin to 'copyrighted articles', not the copyright or any other intellectual property rights associated with the assets. NFT Assets, therefore, represent fractional ownership over the copyrighted article, but grant no rights in the copyright involved in that article.
18. The issuer of NFT Assets shall continue to be a joint-owner of the underlying asset, along with the holders of NFT Assets having the same underlying asset, until all the NFT Assets having that underlying asset are sold and subscribed. Users understand and agree that NFT Assets are minted and issued by third-parties and Famsil is only facilitating the trade on its Online Platform.

NFT Tokens

19. NFT Tokens are non-fungible tokens representing digital value through cryptographic means, create no right or interest in any underlying tangible asset and may or may not involve any copyright or other forms of intellectual property.
20. You bear full responsibility for verifying the authenticity, legitimacy, specifications and characteristics of any NFT Token you purchase using Our Online Platforms. We make no representations, guarantees, or promises regarding the correctness of any description or claim made by the user listing such NFT Tokens on our Online Platform. Buyers are expected to verify any claims made regarding copyright, exclusivity or other attributes of an NFT Token listed on our Online Platform.
21. We reserve our right to block, hold or terminate a user’s account if we suspect, based on a complaint received from another user or our internal monitoring processes, that such account was used for any fraudulent means, making misrepresentations or to make misleading statements on our Online Platform. We may initiate appropriate legal action based on the evidence available and circumstances of each case.

General Nft Sale And Purchase Terms

22. Our Online Platforms provide you with the opportunity to list, sell, purchase, bid on, collect, trade, showcase and otherwise transact Digital Assets. We charge transaction fees and other applicable fees which we display when you interact with the seller/buyer/other party using Our Online Platforms. If there is any dispute arising from purchases via Our Online Platforms, including in connection with any auctions or other purchase methods, you may reach out to Our grievance redressal officer. However, you agree and understand that We are not liable for any discrepancy or failure in performance of a third-party.
23. By providing, or selling an NFT through Our Online Platforms, you hereby represent and warrant that you are legally authorised to sell or list the NFT on Our Online Platforms.

Digital Wallet

24. On activation of your User account, we will create and provide a Digital Wallet for you to buy, sell, send, receive or store Digital Assets supported by the Online Platforms. You may use this Digital Wallet to hold your Digital Assets or to use your Digital Assets to avail any of our Services.
25. You understand and agree that we will act as a custodian for your Digital Wallet though we may use the wallet infrastructure provided by a third party service provider. We will use reasonable skill in the selection, appointment, and periodic review of such Third Party service providers.
26. We will use reasonable care and commercially reasonable efforts to store and secure Digital Assets held in your Digital Wallet. We will use the Digital Assets contained in your Digital Wallet only as per your instructions and will not commingle your Digital Assets with our own Digital Assets or otherwise use your Digital Assets in any form.
27. Our Services offered through the Online Platforms are available only in connection with the Supported Digital Assets and this may change from time to time. We assume no responsibility or liability in connection with any attempt to use your Digital Wallet to store, send, request or receive any unsupported Digital Assets. Further, we in our sole discretion may terminate our support for any particular Digital Currency by providing you a 10 days’ notice. We may provide you a shorter period of notice if so directed or required under any law, regulation or under the order of any court, law enforcement agency or authority. We will withdraw any remaining Digital Currency which we stop supporting after the period of notice and will deposit the market value of the digital currency denominated in the Supported Digital Currency of our choice.

Intellectual Property Rights

28. All our content, material, charts, reports, features, services, design are protected under applicable copyright, trademark, logo, brand name, tagline, design, and other applicable laws. You cannot copy, imitate or use any of our exclusive intellectual property. The Online Platforms may at places include third party intellectual property. We use the logo, brand name or other intellectual property of our Third Party Service Providers only under valid contractual arrangements and any intellectual property in such items belong to such service providers.
29. We only grant you a limited, non-exclusive, non-transferable licence, subject to the terms of this Agreement, to access and use our Online Platforms and access our Services for lawful purposes.
30. In relation to our Service, You may be able to post, upload, or submit content to be made available through the Our Online Platforms (“Your Content”). Accordingly, by using our Online Platforms and uploading Your Content or otherwise making Your Content available, you grant us a licence to access, use, host, cache, store, copy, reproduce, transmit, display, publish, distribute, adapt, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content in any and all media or distribution methods but solely as required to be able to operate and provide services in relation to Online Platforms.
31. We take intellectual property seriously and do not approve of the use of intellectual property in any manner that is in violation of applicable laws. We endeavour to monitor and ensure that any Digital Asset or content uploaded to the Online Platforms does not infringe a third party's Intellectual Property Rights. However, We will not be liable for any such action by any user. We do not undertake to review all content before it is posted. Accordingly, We assume no liability for any action regarding transmissions, communications, or content provided by any user or third party.
32. We will take down content/NFTs in response to applicable legal takedown notices and/or other intellectual property infringement claims. In cases of frivolous/false intellectual property claims by buyers or infringement by any seller, we may terminate our services with them. We do not make determinations as to the legal merit of intellectual property claims. If you are an intellectual property rights owner or the authorised representative of an intellectual property owner, and believe that any content appearing on the services have been copied in a way that constitutes intellectual property infringement, you may report and submit an intellectual property take-down request (“Intellectual Property Take-Down Request”) to us, by providing details supporting your claim.

Taxes

34. The sale and/or transfer of virtual digital assets will be subject to TDS at the rate of 1% or as provided under the Income-tax Act, 1961. In addition of the TDS, You are solely responsible for assessing all Taxes owed, if any, for your use of the Service, including, but not limited to, tax liabilities associated with any sales of your Digital Assets. We levy GST on the commission or service fee charged by us.

Disclosure Of Risk

35. You understand, acknowledge and agree that dealing or trading in Digital Assets are subject to market conditions and involve a high degree of risk. Price or value of Digital Assets is subject to constant and frequent fluctuations and you may accordingly suffer a partial or complete loss of funds owned by you in your account. You understand and acknowledge that We bear no responsibility or liability to you or any other person whatsoever for any losses or gains incurred in connection with your use of our Services.
36. You also understand, acknowledge and agree that any services available through our Online Platforms cannot be construed as financial, investment or legal advice and We or any of its directors, employees or agents do not give financial, legal or investment advice or recommendations regarding dealing, trading or investment in Digital Assets. We are not a financial institution, bank, credit union, trust, hedge fund, broker or investment or financial advisor, and are not subject to the same laws, regulations, directives or requirements applicable to such entities or persons. Availability of any service involving any particular Supported Digital Asset on our Online Platforms cannot be construed as any form of endorsement, recommendation or support for that digital asset from our side.
37. You also acknowledge and agree that our ability to provide any service may be detrimentally impacted by regulatory action or changes in regulations applicable to Digital Assets. You are solely and exclusively responsible for all trading decisions made by you while using the services. We are merely providing a technology platform and you are solely and entirely responsible for the legal, regulatory and tax compliance of all transactions carried out by you using the services, subject to the terms of this agreement.
38. You understand and agree that transactions once initiated on any blockchain network cannot be reversed, undone or rectified or modified. You are required to verify all details relating to a transaction before initiating the transaction as we will simply process the transactions as per your instructions. We will have no liability or responsibility in case you initiate any transaction with incomplete or incorrect details. We may also refuse to process or cancel any pending transaction if required by law, regulation or any court or other authority or if we have a reasonable suspicion of any money laundering, terrorist financing, fraud, or any other financial crime being involved in the transaction.

Warranty

39. We make no warranties about the availability and functionality of any product, feature, service or attribute of our Online Platforms as our services are available through the Online Platforms on an “as is” and “as available” basis. We do not make any express or implied warranty that our services or your access to our services will be uninterrupted, seamless, timely, fast or error free.
40. Any material available on our Online Platforms is only tentative and for information purpose only. We make no representation or warranty about the relevance, accuracy, timeliness or completeness of such information and encourage you to independently check and verify such information from independent sources.

Limitation Of Liability

41. To the extent permitted by law, we will not be liable for any loss or damage caused to you through use of our Online Platforms or in relation to or on account of access or inability to access our Online Platform.
42. We, our subsidiaries, affiliates, its shareholders, its directors, officers, employees, representatives, contractors, suppliers shall not be liable for any incidental, special, punitive, consequential or similar damages or liabilities whatsoever arising out of our Services, any performance or non-performance of Services or any product provided by us.
43. Our total liability to any user shall not in any event 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 irrespective of the nature of the claim. Digital Assets may be targeted by hackers or malicious groups or organizations who may attempt to interfere with any transactions related to your Digital Wallet or Digital Assets through various means including malware attacks, distributed denial of service, consensus-based attacks, sybil attacks, phishing, smurfing and hacking. We will adopt and maintain a reasonable standard of security, however, we will not be liable to you for any loss or damage caused to you on account of any such attack or interference.
44. We may engage the services of Third Party Service Providers in connection with the development, operation and maintenance of our Online Platforms and Services or onboarding and verification of customers. We shall not be liable for any suspension, halt or interruption of our Services through the Online Platforms where such circumstances arise or result from any interruptions, errors, default or otherwise by any such third parties.
45. Force majeure: We shall not assume any and all risks and liability, in connection with any force majeure event, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract system bugs or weaknesses, earthquakes, storms or other nature-related events, acts or orders of government, actions of the government, change of laws, introduction of new law, acts of terrorism or war, epidemic, pandemic, technological change, changes to any blockchain-related protocol, information security attacks on service providers, and fraud conducted by third parties, and such other similar events which are beyond Our reasonable control.

Indemnification

46. You shall indemnify and hold harmless us, our affiliates, subsidiaries, our 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 of any other user or a third party.

Suspension, Termination & Cancellation

47. We reserve the right to suspend, block, cancel or reverse a transaction and/or refuse to continue providing access to the Online Platforms if we discover that you are in breach of the Terms and Applicable Laws. If your account is closed/ suspended/ cancelled/ deactivated, your Digital Assets or other funds will only be returned or allowed to be withdrawn upon payment of all outstanding charges to us and you may be required to produce your identity and other KYC documents and/or any additional details depending on the reason for closure / suspension / cancellation / deactivation. We also, in our sole discretion, may direct you to withdraw all your Digital funds within a reasonable period of time and subsequently close your account with us.

Miscellaneous

48. Assignment: Any right, licence or access granted to you under these Terms cannot be assigned or transferred to any third person and any contract, arrangement or attempt to transfer such rights shall be void ab initio. We may assign, or transfer any or all rights and obligations that accrued in our favor under these Terms, at our sole discretion, to our subsidiaries, affiliated entities, or any other third party without any restriction.
49. Amendments: We revise our rights to amend these Terms, with or without notice. The up to date copy of these Terms will be available on our Online Platforms mentioning the data of last update. We urge you to regularly review and take notice of changes made in these Terms. We will endeavor to notice you in case of any material change in these Terms to the extent possible and feasible. Your continued use of our Services would be deemed to be your acceptance to be bound by the updated Terms. If you do not agree with any part of these Terms or any amendments thereof, we insist that you stop using the Online Platforms and Services with immediate effect.
50. Governing Law and Dispute Resolution: These Terms are governed by the laws of India and any dispute arising out of or in connection with your usage of Our Platform shall be subject to the exclusive jurisdiction of the courts at New Delhi. Any disputes, controversies or claims arising out of or in connection with your use of our Online Platforms or our Services shall be resolved through final and binding arbitration shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. The number of arbitrator shall be one and the seat or legal place of arbitration shall be at Delhi. The language of the arbitration shall be English.
51. Entire Agreement: These Terms, including Privacy Policy and AML Policy which are incorporated in these terms by reference herein, comprise the entire understanding and agreement between you and us and it supersedes any and all prior discussions, agreements and understandings of any kind (including any information, material or communication you may have seen on our Online Platforms or may have received from us or any third party).
52. Grievance redressal: To raise any grievance or share any suggestion, please write to us at info@famsiltech.com.