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Terms of Service

Effective Date: [TO BE INSERTED ON PUBLICATION] Last Updated: [TO BE INSERTED ON PUBLICATION]

1. Introduction and Acceptance

1.1 These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", "your") and SMF Technologies LLP, a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008, having LLPIN [LLPIN] and its registered office at [REGISTERED OFFICE ADDRESS] (the "Company", "we", "us", "our"), governing your access to and use of the Nexora algorithmic trading platform, including its website, web application, APIs, and any associated Telegram bot or notification services (collectively, the "Platform" or "Service").

1.2 By creating an account, clicking "I Agree", or by accessing or using the Service in any manner, you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, Risk Disclosure Document, Broker API Authorization & Consent, and any other policy referenced herein (collectively, the "Agreement"). If you do not agree, you must not access or use the Service.

1.3 If you are accessing the Service on behalf of an entity, you represent that you have the authority to bind that entity, and "you" refers to that entity.

2. Eligibility

2.1 You may use the Service only if you:

  • are at least 18 years of age;
  • are a resident Indian individual (or an entity incorporated in India) with the legal capacity to enter into a binding contract under the Indian Contract Act, 1872;
  • hold a valid trading and demat account with a SEBI-registered stockbroker that supports API-based order placement (currently, Upstox), in your own name;
  • are not barred, suspended, or debarred by SEBI, any stock exchange, or any regulatory authority from accessing the securities market; and
  • are not a resident of, or located in, any jurisdiction where the use of the Service would be contrary to local law.

2.2 We reserve the right to verify your eligibility at any time and to suspend or terminate access if you do not meet, or cease to meet, these criteria.

3. Description of the Service

3.1 Nexora is a software platform that enables you to configure, monitor, and execute pre-defined, rules-based options trading strategies (e.g., Iron Butterfly, Iron Condor, intraday/0DTE strategies) on NSE futures & options ("F&O") instruments, using your own brokerage account credentials and funds.

3.2 The Service connects to your brokerage account via the broker's official API (currently Upstox) using an authorization (OAuth) flow that you initiate and explicitly approve, as further described in the Broker API Authorization & Consent.

3.3 Depending on the configuration you select, the Service may:

  • display market data, option chain data, computed analytics (e.g., max pain, implied volatility percentile, stock scores), and backtested results;
  • place, modify, and cancel orders on your behalf on the exchange, strictly within the parameters, strategies, and risk limits that you configure and activate; and
  • send you notifications (e.g., via Telegram or email) regarding trade entry, exit, adjustments, and account events.

3.4 You remain the principal in every order placed through your brokerage account. The Company does not take custody of your funds or securities at any point; all funds and positions remain with, and are held by, your broker and depository participant.

3.5 The Service, the analytics it displays, and any strategy logic provided ("built-in strategies") are tools to assist you in implementing your own trading decisions. Nothing in the Service constitutes investment advice. See the Investment Advice Disclaimer for details.

4. Account Registration and Security

4.1 You must register using a valid Google account (or other supported identity provider) and provide accurate, current, and complete information.

4.2 You are solely responsible for:

  • maintaining the confidentiality of your account credentials, API keys, and any access tokens issued to you;
  • all activities that occur under your account, whether or not authorized by you, except to the extent caused by our gross negligence or willful misconduct; and
  • promptly notifying us at [SUPPORT EMAIL] of any unauthorized access or security breach.

4.3 New user accounts are subject to admin approval before activation. We may decline or revoke approval at our discretion, including where eligibility criteria (Section 2) are not met.

5. Fees, Subscription, and Payment

5.1 Access to certain features of the Service may require payment of subscription fees, as set out in the Subscription, Billing, Refund & Cancellation Policy, which is incorporated into these Terms by reference.

5.2 Subscription fees are charged in addition to, and are entirely separate from, any brokerage, exchange, statutory, or regulatory charges (including brokerage commissions, STT, GST, SEBI turnover fees, stamp duty, and exchange transaction charges) levied by your broker or applicable regulators on the trades executed through your account. The Company has no role in, and bears no responsibility for, such third-party charges.

6. Risk Acknowledgment

6.1 Trading in F&O instruments carries a high degree of risk and may result in the loss of your entire invested capital, and in the case of certain strategies, losses exceeding your initial capital. By using the Service, you acknowledge that you have read and understood the Risk Disclosure Document in full and that you trade at your own risk.

6.2 Automated/algorithmic execution introduces additional risks, including but not limited to system downtime, network latency, broker API failures, incorrect configuration by you, and software defects. You acknowledge these risks as described in the Risk Disclosure Document and in Section 11 (Limitation of Liability) below.

7. User Responsibilities and Acceptable Use

7.1 You agree that you will:

  • configure strategies, capital allocation, and risk parameters consistent with your own financial situation and risk tolerance;
  • monitor your account, open positions, and notifications regularly, and not rely solely on the Service to manage risk;
  • maintain sufficient margin/funds in your brokerage account to support positions taken by configured strategies; and
  • comply with all applicable laws, exchange bye-laws, and your broker's terms of use.

7.2 You agree that you will not:

  • use the Service for any unlawful purpose, including market manipulation, front-running, or any practice prohibited under the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003;
  • attempt to reverse-engineer, decompile, or access the source code of the Service except as permitted by open-source licenses (if any);
  • share your account, API credentials, or access tokens with any third party, or use the Service on behalf of another person without our prior written consent;
  • probe, scan, or test the vulnerability of the Service, or attempt to gain unauthorized access to any part of it; or
  • use the Service in a manner that could disable, overburden, or impair its proper functioning.

8. Intellectual Property

8.1 The Service, including its software, strategy logic, analytics algorithms, user interface, and all related documentation, is and remains the exclusive property of the Company and its licensors. These Terms do not grant you any right, title, or interest in the Service except a limited, non-exclusive, non-transferable, revocable right to use it in accordance with these Terms.

8.2 You retain all rights to your own data (e.g., your strategy configuration parameters and trade history), subject to the licenses granted in the Privacy Policy for us to process such data in order to provide the Service.

9. Suspension and Termination

9.1 You may stop using the Service and request account deletion at any time by contacting [SUPPORT EMAIL], subject to the Subscription, Billing, Refund & Cancellation Policy.

9.2 We may suspend or terminate your access to the Service, with or without notice, if:

  • you breach these Terms or any incorporated policy;
  • we reasonably suspect fraudulent, abusive, or unlawful activity;
  • required to do so by a regulator, exchange, broker, or court order; or
  • we discontinue the Service in whole or in part (in which case we will provide reasonable advance notice where practicable).

9.3 On termination, any open positions in your brokerage account remain your sole responsibility. The Service will, where technically possible, cease placing new orders on your behalf, but the Company is not responsible for closing, hedging, or managing any open positions following termination — you should do so directly through your broker.

10. Disclaimers

10.1 THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED AND ERROR-FREE OPERATION.

10.2 We do not warrant or guarantee any level of trading profit, performance, or outcome. Backtested or simulated performance has inherent limitations and does not represent actual trading; it does not account for all market conditions, liquidity constraints, slippage, or the impact of material economic and market factors.

10.3 We do not control, and are not responsible for, the availability, accuracy, security, or performance of third-party services integrated with the Platform, including your broker's API (Upstox), exchange systems, Google authentication, Telegram, and our cloud infrastructure providers.

11. Limitation of Liability

11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS PARTNERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF TRADING OPPORTUNITY, OR TRADING LOSSES ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS ARISING FROM: (A) MARKET MOVEMENTS OR TRADING DECISIONS RESULTING FROM YOUR CONFIGURATION OF THE SERVICE; (B) DOWNTIME, LATENCY, OR FAILURE OF THE BROKER'S API, THE EXCHANGE, OR ANY THIRD-PARTY INFRASTRUCTURE; (C) YOUR FAILURE TO MAINTAIN ADEQUATE MARGIN OR FUNDS; OR (D) UNAUTHORIZED ACCESS TO YOUR ACCOUNT RESULTING FROM YOUR FAILURE TO SAFEGUARD YOUR CREDENTIALS.

11.3 SUBJECT TO APPLICABLE LAW, THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.4 Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable Indian law, including liability for fraud, willful misconduct, or gross negligence on the part of the Company.

12. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its partners, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your use or misuse of the Service; (b) your violation of these Terms or any applicable law; (c) your violation of any third-party right, including your broker's terms of service; or (d) any trading decision or order placed through your brokerage account, whether initiated by you or by the Service pursuant to your configuration.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms resulting from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authority, fire, floods, accidents, network or internet infrastructure failures, power outages, exchange or broker system failures, or strikes.

14. Changes to these Terms

We may modify these Terms from time to time. We will notify you of material changes via the Platform or by email at least [NUMBER] days before they take effect. Continued use of the Service after the effective date of any change constitutes your acceptance of the revised Terms.

15. Governing Law and Dispute Resolution

15.1 These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.

15.2 Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall first be referred to good-faith negotiation between the parties. If not resolved within thirty (30) days, the dispute shall be referred to and finally resolved by arbitration in [CITY], India, under the Arbitration and Conciliation Act, 1996, conducted in English by a sole arbitrator appointed by mutual agreement. The seat and venue of arbitration shall be [CITY], India.

15.3 Subject to Section 15.2, the courts at [CITY], India shall have exclusive jurisdiction over any matters not subject to arbitration.

16. Grievance Redressal

For any grievance relating to the Service, please refer to our Grievance Redressal Policy, which sets out our Grievance Officer's contact details and the escalation process, in accordance with the Information Technology Act, 2000, the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and the Digital Personal Data Protection Act, 2023.

17. General

17.1 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

17.2 No Waiver. No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right.

17.3 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

17.4 Entire Agreement. These Terms, together with the Privacy Policy, Risk Disclosure Document, Broker API Authorization & Consent, Subscription Policy, and Investment Advice Disclaimer, constitute the entire agreement between you and the Company regarding the Service.

18. Contact

SMF Technologies LLP Registered Office: [REGISTERED OFFICE ADDRESS] Email: [SUPPORT EMAIL] Phone: [SUPPORT PHONE]