TERMS OF USE

[NU Investors Technologies Pvt. Ltd. – Stock Broking and Mutual Fund Execution Services]

Effective Date:  16 July, 2024

These terms of use (“Terms”) govern the access and use of the stock broking and mutual fund execution services (“Services“) provided by M/s NU Investors Technologies Private Limited, a company incorporated under Companies Act, 2013 (CIN: U67200MH2021PTC364704) (“NU”) through the Lemonn Platform owned and managed by M/s Bitkuber Investments Private Limited (“Bitkuber”) – Lemonn Platform. Please read these Terms carefully before accepting. By accepting these Terms, You agree that You have read, understood, acknowledged and accepted the Terms to access and use the Services. We reserve the right to update these Terms from time to time. Please ensure that You read these Terms periodically to stay updated on our Terms. 

In these Terms, wherever the context so requires, ‘You’ or ‘Your’ or ‘User’ shall mean any natural person (including receivers, liquidators, successors, legal heirs) who has already signed up on the Lemonn Platform and intends to avail of the Services. When a User complets the KYC verification with NU, post receiving confirmation email from NU the User shall become a registered client of NU (“Client”) for availing the Services. The terms ‘You’, ‘Your’, ‘User’ or ‘Client’ are used interchangeably as per the relevant context of various provisions of these Terms. Further, wherever the context so requires, ‘We’, ‘Us’, ‘Our’ or ‘Company’ shall mean NU Investors Technologies Private Limited, a company registered under the Companies Act, 2013 and registered as a Stock Broker (“SB”) under the Securities Exchange Board of India (Stock Brokers) Regulations 1992) (“SEBI SB Regulations”) having registration no.- INZ000304837 and as a Depository Participant (“DP”) under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 (“SEBI DP Regulations”) using CDSL as the Depository having SEBI Registration no.- IN-DP-712-2022. SEBI Research Analyst Registration No. – INH000016764

This document is an electronic record of offer and acceptance in terms of the Information Technology Act, 2000 (“IT Act”), the rules made thereunder as applicable, and the provisions pertaining to electronic records in various statutes as amended by the IT Act. This electronic record is generated by a computer system and does not require any physical or electronic signatures. You will additionally be required to electronically sign an Account Opening Form which includes the voluntary Demat Debit and Pledge Instruction (DDPI) with NU as required by SEBI, CDSL and Exchange by following the electronic signatures options as recognized under the Information Technology Act, 2000.

These Terms, Privacy Policy, AML-KYC Policy (“Execution Agreement”) shall be in addition to the terms provided under the Account Opening Form and, if selected, DDPI.

1. Acceptance of the Terms and Conditions

1. These Terms set forth a legally binding contract between You and Us. By using the Lemonn Platform, You agree to be bound by these Terms, our Privacy Policy, and KYC-AML Policy. Even if You only visit the Services or review any of the Services offered by Us, You will be bound by these Terms, our Privacy Policy, and KYC-AML Policy. If You do not accept these Terms,  our Privacy Policy and KYC-AML Policy, You must not access or use the Services of NU and the Lemonn Platform.

2. For accessing and using the Lemon Platform, You agree to: 

a. Provide true, accurate, current and complete information about yourself as prompted for on the Lemonn Platform; and

b. maintain and promptly update Your information to keep it true, accurate, current and complete.

3. If You provide any information that is untrue, inaccurate, not current or incomplete, or We have reasonable ground to suspect that such information is untrue, inaccurate, not current or incomplete, We reserve the right to suspend or terminate or freeze Your access to the Lemonn Platform (or any portion thereof), at any time without notice. You understand that NU shall not accept any liability which may arise as a consequence of erroneous information provided by You.

4. We reserve the right to freeze or terminate Your designated account to comply with applicable laws or follow the order of a court of competent jurisdiction or directions/orders of any regulatory body or government authority.

 5. Use of Lemonn Platform for availing any Services shall also be subject to the restrictions and limitations in accordance with the Terms of Use, Privacy Policy and other policies and terms of the Bitkuber Platform agreed by You while creating a User account on the Bitkuber Platform (i.e. electronic / mobile app based platforms where users can avail other buy, sell, trade or investment services from various third parties registered with Bitkuber. The Bitkuber Platform is provided by M/s Bitkuber Investments Private Limited (“Bitkuber”) which is also 100% owner / holding company of NU. If you are a user of the Lemonn Platform only then You are also subject to the Bitkuber terms and privacy policies of the Lemonn Platform. It is hereby clarified that, by registering with Lemonn Platform, You will not be entitled to use any other third party services or offerings on the Bitkuber Platform, unless You, at Your own will and discretion, decide to register Yourself to avail such third party services.

6. For information about our policies and practices regarding the collection and use of Your personal information, please read our Privacy Policy. It is clarified by Us and agreed and acknowledged by You that in the event of any breach or non-compliance by You with the Privacy Policy, We may take any action under these Terms, Privacy Policy, or any applicable laws. 

7. You can also generally browse various information or content about various services provided on the Lemonn Platform for eg: browsing information or content about various mutual funds, stocks on the Lemonn Platform even without registering on the Lemonn Platform or without registering as a Client of NU or without placing any buy or sell orders on the Lemonn Platform. As an unregistered user, we will still be capturing, storing, processing and sharing Your usage and other data as per our Cookie Policy (website)/ Visitor Policy (Lemonn Platform) provided under the Privacy Policy.

2. Stock Broking & Mutual Fund execution Services

2.1 Services 

1. The Lemonn Platform offers (or may offer from time-to-time) different products and services which inter alia includes trading in the Indian securities market and invest in, redeem, track and manage Your investments in direct plans of mutual fund schemes (Cash and Derivaties segment). The Services inter alia allows You (in your capacity as a Client of NU) to apply for IPOs, trade in cash, and derivatives segment, track and manage Your investments in the Indian stock market, invest in, redeem, track and manage Your investments in direct plans of mutual fund schemes subject your successful completion of KYC and other verifications (in your capacity as a Client of NU). Under the Lemonn Platform, You will be able to independently assess stocks of Indian companies listed on National Stock Exchange (“NSE”/ “Exchange”) and other derivatives trading instruments and invest/trade those stocks/instruments/ mutual fund schemes that are best suited for Your needs. We reserve the rights to add the securities and other products offered by other exchanges from time to time. It is clarified further that information contained in the Lemonn Platform is for informational purposes only and nothing contained therein should be construed as financial advice, tax advice, legal advice or investment advice (as defined under the Securities Exchange Board of India (Investment Advisers) Regulations, 2013 (“SEBI IA Regulations”) or any advice of similar nature or recommendations or solicitation to buy/sell/hold any securities or mutual fund schemes.  

2. You agree that in the event any employee or official of the Company, providing any information, recommendation or advice to the User, such actions of the employee or official will be unauthorized, and the User should not act upon the same. Should the User choose to act upon the same it shall be at the sole risk and cost of the User, and the Company shall not be liable or responsible for the same. The Company, and its officers, directors, partners, employees, agents and group entities will have no liability with respect to any investment decisions or transactions of the User. The User is encouraged to report such unauthorized information, recommendation or advice to the Company for any preventive and punitive actions.

3. You agree that all of Your investment or trading decisions are based on Your independent evaluation and analysis of Your financial circumstances and needs,  investment objectives, risk assessment and are not based on the information available on the Lemonn Platform. Before making any investment decision, You may seek appropriate advice from your financial advisers and independently determine the suitability of such an investment decision based on Your risk appetite and goals.

4. You shall take full responsibility for the outcomes of all of Your investments or trading, including losses if any incurred by You. You acknowledge that We shall not be responsible or liable for any direct, indirect, incidental, consequential, special, punitive or any other damages arising out of Your investments made on the basis of any material/information available on the Lemonn Platform. 

5. Further, in order to provide Our Services, We may avail the services/products of third-party entities including Bitkuber, and You hereby agree, acknowledge and grant Your consent to Us to collect and share any information inter alia including personal details, as may have been shared by You, to third party entities engaged by Us. The use and operation of any integrated services from such third party entities will be additionally governed by the relevant service terms and contracts of the respective third party entities. We shall not be liable for any penalties, loss, or damage which is incurred by You directly or indirectly due to the negligence or actions of any such third party entity. We will not outsource certain part or elements (all being core services / elements) of the Services. If we outsource any non-core services / elements, we may do so to our group companies and authorised third party service providers, in compliance with applicable laws including applicable SEBI regulations.

6. We have taken due care and caution in the compilation of the information and content available on the Lemonn Platform, some of which may be sourced from third party entities. However, We do not represent or guarantee whatsoever the authenticity, quality, accuracy, correctness or completeness of any of the information and contents, and We do not assume any responsibility for the same. We specifically state that We cannot be held liable for any losses or damages (monetary, legal or otherwise), caused by any error, omission, interruption, deletion, defect in the information available on the Lemonn Platform, and/or resulting from investment in the units of mutual fund schemes, made on the basis of any information provided on the Lemonn Platform. Further, data (including transaction data) and other information may be obtained by Us from third-party entities, and We are not responsible for verifying the accuracy of the same. The information available on the Lemonn Platform will be updated from time to time. We reserve the right to rectify errors/discrepancies in the information provided on the Lemonn Platform, if any are observed or brought to our notice, at any point in time, without being liable for such errors/discrepancies.

7. Access to the Lemonn Platform is provided to You on an ‘as is’ basis. We do not make any representations or warranties as to the operation of the Lemonn Platform, any feature or product of the Lemonn Platform, and the Services and we do not guarantee that Your access to the Lemonn Platform and the Services will be uninterrupted or error-free or free from viruses. The Lemonn Platform and its services may be unavailable from time to time due to required maintenance, telecommunications interruptions, technical errors/ interruptions or other disruptions which hamper the continuous provision of services and the functioning of the Lemonn Platform.You acknowledge that We shall not be responsible or liable for any direct, indirect, incidental, consequential, special, punitive or any other damages (including loss of profit, loss or corruption of data, work stoppage, system malfunction, delay in transmission of orders due to breakdown of the system, failure of communication facilities due to the fault of the Company or of the Exchanges or otherwise or other delay beyond the reasonable control of the Company due to a breakdown or failure of communication facilities) arising out of the use of the Lemonn Platform  or the Services and in circumstances of force majeure event/s.

8. All information provided by You will be utilised in the manner outlined in the Privacy Policy.

2.2 Know Your Customer and User Account

1. For provisioning your User account on Lemonn Platform and for the purposes as set forth in Terms and Privacy Policy, We will receive a limited amount of User Information like Identity Data, Contact Data through Bitkuber that You had provided to Bitkuber while registering with Bitkuber Platform or Lemonn Platform. However, for provisioning of the Services and for the purposes as set forth in this Policy, You will have to additionally share with Us additional data as set forth in the Account Opening Form for availing the Services and Privacy Policy by filling in the application form on the Lemonn Platform. 

2. In light of the above, it is expressly clarified that only existing customers of Bitkuber Platform, who hold a registered account with Bitkuber Platform, shall be allowed to be onboarded for availing the Services subject to completion of KYC/ user on-boarding process conducted by NU. 

3. You acknowledge and authorise Us to check the status of Your ‘know-your-customer’ (“KYC”) information/documentation with the KYC registration agencies (“KRA”). It is expressly clarified that only those customers that are KYC compliant as per SEBI SB Regulations, SEBI Depository Participant Regulations, National Stock Exchange, Bombay Stock Exchange and Central Depository Services Ltd circulars shall be allowed to onboard on the Lemonn Platform. Users who are KRA registered shall only be required to provide additional information other than the data already available with KRA.

4. You expressly provide Your consent for providing such information/documentation as may be required to complete Your KYC verification process. The KYC verification process may be revised from time to time based on the applicable laws and regulations and You may be called upon to provide further additional information/documentation from time to time.

5. You further agree that the issuers of units of mutual fund schemes will be entitled to carry out further checks or enquiries to validate the authenticity of any Transaction Instruction(s) initiated by and/ or to approve /reject/ disallow the same. 

6. You expressly provide Your consent to allow Us to utilize Your KYC information such as identity (name, PAN, age etc.), address and signature for sending it to the concerned AMC(s) for the purpose of validation and to comply with the legal and regulatory requirements. You hereby accept that for any transactions that are submitted offline i.e. with wet signatures, the signature available in Your KYC records would be used for signature verification. You agree and understand that You shall be solely liable to inform the AMC(s) in case of any change in Your KYC information including change in signature and in the event of Your signature not being updated, available or legible in KYC records, AMC(s) would be within their right to carry out further checks to validate the authenticity of the request or reject any such offline request based on existing KYC information.

7. You hereby acknowledge and confirm that in the event the KYC process is not completed by You to the satisfaction of the concerned AMC,  You hereby acknowledge and confirm that in the event the KYC process is not completed by You to the satisfaction of the concerned AMC, You will not be permitted by the AMC to either  redeem the already invested funds in the concerned mutual fund scheme or undertake such other action including but not limited to non-financial transaction with such funds that maybe required unless You complete the KYC process to the satisfaction of the concerned AMC.  

8. You expressly provide Your consent to open your demat account with NU with CDSL being the depository.

9. You acknowledge that as on date, We provide services only to individuals resident in India and that you are 18 years or above and not politically exposed or related to any politically exposed person (“PEPs”). In future, We reserve the right to enable the Lemonn Platform for non-individuals, NRIs (other than US Persons and residents of Canada) and PEPs. Further for the purpose of Mutual Fund services, You further confirm that You are born in India and pay taxes only in India. Further You are not a U.S. Person, corporation or other entities organized under the laws of the U.S and Residents of Canada. 

10. You will be provided with a username and password for accessing various reports and documents. Further, You can set your own PIN or use your existing device biometric for accessing Your Stock Broking Account to avail of the Services. You are required to maintain the confidentiality of Your login credentials and are responsible for all orders and transactions routed through Your Account. You hereby agree that all orders routed through Your Account will be deemed to have been placed by You.

11. You hereby acknowledge and understand the risks associated with Your Account including the risk of misuse or unauthorized use of Your Account by a third party or the risk of a person hacking into Your account and routing orders on behalf of You. You agree that the Company will not be responsible in case of such unauthorised use and misuse of Your Account.

12. In case of an unauthorized use of Your Account, You are required to immediately inform the Company about such unauthorized use with full details including the date and the manner of such unauthorized use, the transactions entered into pursuant to such unauthorized use, etc. You shall also report such incidents to law enforcement authorities.

13. You hereby declare and confirm that any amount that will be invested by You in any product / services availed through the Lemonn Platform will legally belong to You and will be through legitimate sources only. Further, You declare and confirm that such investments in stocks or mutual funds will not contravene any Act, Rules, Regulations, Notifications or Directives of the provisions of the Income Tax Act, Anti Money Laundering Laws, Anti-Corruption Laws or any other applicable laws enacted by the Government of India from time to time.

14. Incase of any changes in the fields of Account Opening Form, kindly reach out to our customer support team at [email protected].

2.3 Security Precaution and Password

1. The Company will provide You with a username and a trading password which will enable You to access the trading reports and documents and/or avail of the Services through the Lemonn Platform, over the telephone or in any such other manner as may be permitted by the Company for availing of the Services. The Company may also provide You with the username and password for accessing its back-office for various reports, etc on the Company website https://lemonn.co.in/. All terms regarding the use, reset and modification of such password shall be governed by information on the website.

2. Our trading terminal system has a Two-Factor authentication (2FA) secure system for every Client to enter into their login ID using their registered mobile number, along with OTP and a 4 digit PIN set by the Client himself/herself. This 2FA mechanism is set in place as per the requirements of SEBI & Exchange guidelines with respect to Internet Based Trading Rules.

3. As per instructions from SEBI & the Depositories, we are also required to input the TPIN received from CDSL for all sell transactions. Provided that incase the Client has executed DDPI in favour of NU, then there will be no requirement to enter TPIN for sell transactions via Lemonn Platform. Incase of any off-market transactions, Client will be required to produce the Online Delivery Instruction Slip (DIS) in hard copy.

4. PIN can be reset by You at any point of time, by selecting the ‘Forgot PIN’ link under the login area. As soon as You select the ‘Forgot PIN’ link, You will receive an OTP on Your registered mobile number post which You can reset Your PIN.

5. You understand that You shall be responsible for keeping your Login credentials confidential and secure and shall be solely responsible for all orders entered and transactions done by any person whosoever through the Company’s online trading system using the Client’s login credentials whether or not such person was authorised to do so.

6. You shall immediately inform the Company of any unauthorised use of Your login-credentials with full details of such unauthorised use including the date of such unauthorised use, the manner in which it was unauthorisedly used, the transactions effected pursuant to such unauthorised use, etc. In addition to the above, you may also report such incidents to law enforcement authorities.

7. You acknowledges that You are fully aware of and understands the risks associated with availing of online trading services through internet including the risk of misuse and unauthorised use of his login credentials by a third party and the risk of a person hacking into the Client’s account on Company’s online trading system and unauthorisedly routing orders on Your behalf through the Lemonn Platform. You agree that You shall be fully liable and responsible for any and all unauthorized use and misuse of his login credentials and also for any and all acts done by any person through Company’s online trading system under  Your credentials in any manner whatsoever.

8. Without prejudice to the provisions mentioned herein above, You shall immediately notify the Company in writing with full details if: You discover or suspect unauthorised access through Your login credentials or Account, You notice discrepancies that might be attributable to unauthorised access, You forget Your PIN or You discover a security flaw in the Company’s online trading system.

9. You may also access your back office login for viewing and downloading your reports on the Lemonn website (www.lemonn.co.in) by entering your Unique Client Code available on Lemonn mobile application and/or received in your welcome email and Your Password. Your Password can be reset by You at any point of time, by selecting the ‘Forgot Password’ link under the login area. As soon as You select the ‘Forgot Password’ link, a reset link is sent to Your registered email ID, which can be used for login.

2.4 Placement of Orders for trading in Stocks

1. You understand that when You place orders for buying, selling or engaging in securities transactions through the Lemonn Platform using Your login credentials, the same signifies Your consent and authorization. You can also place orders using the call and trade facility provided by Us (whenever applicable) wherein You may be required to enter such information which may be necessary for the purpose of verification.

2. We reserve the right to set and adjust limits on the orders You can place through the Lemonn Platform. These limits inter alia include exposure limits, turnover limits and limits on the type of securities that can be traded. We may alter or change such limits based on Our assessment of risks and other relevant considerations as per our internal policies. You acknowledge that We will not be responsible for any such variations or Your inability to place orders due to such changes. We reserve the right to prohibit or restrict Your ability to trade securities through the Lemonn Platform at any time without prior notice. 

3. You understand that all orders placed on the Stock Broking Segment will be routed to the Exchange’s computer systems which may take a few seconds or may not be even routed due to certain technical or other issues either at our end or at the Exchange’s end, and you hereby waive all your rights and remedies against us for any delayed routing or non-routing of the orders.. However, there might be occasional delays on account of reasons beyond Our control. You hereby acknowledge that trading over the internet involves many uncertain factors and complex hardware, software, systems, communication lines, peripherals, etc. are susceptible to interruptions and dislocations. We do not make any representation or warranty that Our internet based trading service (“IBT”) will be available to the Clients at all times without any interruption. You understand that You shall not have any claim against the Exchange or Us on  account of any suspension, interruption, non-availability or malfunctioning of the Lemonn Platform or the Services or the Exchange’s service or systems or non-execution of his orders due to any link/system failure at the Client/Our/Exchange end for any reason beyond the control of the Company/Exchanges.

4. If according to You there is any discrepancy in the particulars or details of Your transaction(s) or statement of account(s), then You shall be obliged to intimate the same to Us in writing within 7 (seven) working days of receiving notice thereof, failing which such transaction(s), statement(s) or account(s) (as the case may be) shall be deemed to be correct and accepted by You and We will not be entitled to question the correctness or accuracy thereof. 

5. You are aware that when You place orders through the Lemonn Platform, the same gets forwarded to the stock exchanges. You acknowledge and understand that if, for any reason, the markets close before the relevant stock exchange accepts Your order, the order may be rejected. We also reserve the right to reject orders if they are rejected by the Exchange for any reason. In the event of an order rejection by the concerned stock exchange, You agree that the order shall remain declined and will not be reprocessed. 

6. We will send You an online confirmation of Your executed order or trade through email and/or SMS and/or Whatsapp. It is Your responsibility to review these confirmations, along with other transaction details and cancellations, immediately upon receipt, whether they are delivered through email or other electronic means. You hereby agree and understand that in case of non-receipt of such confirmations, it is Your responsibility to follow up with Us.

7. You understand that there might be delays on part of the stock exchanges while processing or communicating the receipt of transaction reports or documents concerning the transactions executed by You through the Stock Broking Segment. You agree to not hold the Company liable for any losses You may incur due to late reports or errors in reports received from the concerned stock exchange.

8. We reserve the right to reject any order placed by You on the Lemonn Platform for various reasons, including but not limited to insufficient funds in Your Account, unavailable securities in Your Account, margin insufficiency in case of margin trading, suspension of scrip-specific trading activities by or on the concerned stock exchange, and the application of circuit breakers to a script in which orders are placed. 

9. We may permit or disallow You from trading in specific securities, classes of securities, or derivatives contracts (whenever applicable) and impose conditions, including scrip-wise conditional trading, as we see fit from time to time. 

10. You are aware that electronic trading systems, both at the stock exchanges and in Our offices, may experience temporary disruptions, breakdowns or failures. You understand that We shall not be liable for any losses caused to You on account of non-execution or trade cancellations due to such disruption or vulnerabilities. We do not accept any responsibility for losses that You may incur for reasons beyond Our control.

11. You are aware and acknowledge that the cancellation or modification of an order at Your request is not guaranteed. You understand that market orders are subject to immediate execution whenever possible and Your request to cancel or modify an order can only be considered before Your order is executed in the market.

12. If any transaction is carried out by You with any bank account which is not registered with the Company, then either the transaction will get rejected or funds will first be debited and then credited back to Your same unregistered bank account from which the payment was initiated.

13. You should not assume that an order has been executed, cancelled or modified until you receive confirmation from Us. You understand that due to technical or other factors, there may be a delay in transmitting such confirmation. You acknowledge that You will not presume that the order has been executed, cancelled or modified, unless We confirm it in writing.

2.5 Process Flow for Investing in Mutual Fund Schemes through BSE StAR

1. NU provides Services to its Clients through BSE StAR MF Platform (a Bombay  Stock  Exchange  Star  MF  Platform recognised as stock  exchange infrastructure facility to purchase and redeem Mutual Fund units directly from Mutual Fund/Asset Management Company) with whom NU has entered into a relationship for offering such mutual fund execution services. Such services shall comprise of purchase and redemption of direct mutual funds on the Lemonn Platform and switch and redemption from regular mutual funds to direct Mutual Funds. Such Services are facilitated by NU to its Clients through BSE StAR MF Platform vide registration code 57302. In order to avail the mutual fund services, a user id shall be created with BSE StAR MF Platform and the Client shall on its sole discretion purchase and redeem the Mutual Fund units of the respective AMC’s listed on the BSE StAR MF Platform. Users can access the privacy policy of BSE StAR MF Platform here –   https://www.bseindia.com/static/about/bse_privacy_policy.htm.

2. On the Lemonn Platform, We may provide indicative summaries and information related to different mutual fund schemes generated internally or sourced from third party entities. All summaries, analysis and information (including expense ratio, estimated returns, net asset value (“NAV”), etc.) are historical and for illustration purposes only, and are subject to change. No representation is made as to the reasonableness of the assumptions made within, or accuracy or completeness of any summaries, analysis and information related to different mutual fund schemes. Difference in such price data due to any delay/ connectivity issues, NU shall not be liable for any such inaccuracy or consequential damages. We may also provide guidance on the Lemonn Platform that aid users to independently make investment decisions with respect to mutual fund schemes on the basis of factors such as investment goals, time horizon, and risk appetite. The User is required to do its own diligence on prices required to be paid by the User on transitions made on Mutual Funds and such decisions to transact in a particular Mutual Funds would be based on User sole discretion. Upon any investment made, units are allocated by Mutual Funds/ AMC’s as per applicable NAV issued as the case may be, which is not under the control of NU. NU does not warrant that the calculation of NAV and units allotted by AMC are correct. In case you notice any discrepancy, NU customer support team shall help/assist the Client to resolve such a query. For more details we recommend users to refer to the Offer Document (Scheme Information Document (SID), Statement of Additional Information (SAI) and Key Information Memorandum (KIM) and addenda issued from time to time) of the respective mutual fund schemes before investing.

3. It is expressly clarified that We only provide a technology platform for You through Lemonn Platform to invest in direct plans of mutual fund schemes. We only facilitate the implementation of the investment instructions initiated by You on the Lemonn Platform and any investment in a mutual fund scheme will be a contract directly between You and the issuer of the mutual fund units through BSE StAR MF. Further, the features highlighted in Clause 2.5(2) are for informational purposes only and should not be construed as investment advice as defined under the SEBI IA Regulations or tax advice or legal advice, or financial advice or any advice of similar nature or a recommendation or solicitation to buy/ sell/ hold units of any mutual fund scheme. 

4. Before making any investments in units of mutual fund schemes, You must independently determine the suitability of investing in such mutual fund schemes, based on Your risk appetite and goals. All mutual fund investments are subject to market risks. Please read all scheme related documents carefully before investing. The past performance of any mutual fund scheme is not indicative of its future performance. We advise You to take appropriate professional advice from duly registered and qualified investment advisors, before making any investment decisions. You shall take full responsibility for the outcomes of all of Your investment decisions, including losses if any incurred by You. You acknowledge that We shall not be responsible or liable for any direct, indirect, incidental, consequential, special, punitive or any other damages arising out of Your investments in units of mutual fund schemes. 

5. All interactions, communication, dealings and transactions between You and the concerned AMC will be separate and independent dealings/transactions between only You and the concerned AMC. We are not responsible for any dispute arising between You and the concerned AMC. We do not have any control over such dealings and transactions and play no determinative role in the performance in respect of the same.

6. You authorise Us to implement all mutual fund investment/redemption instructions which You will initiate through the Lemon Platform via Your designated account (“Transaction Instructions”). On initiating a Transaction Instruction, You agree to be contacted by Us or by the third party entity providing the mutual fund units. For completion of the transaction, You authorise Us to communicate and receive relevant information (including personal and investment information) in respect of Your transaction with relevant third party entities and their service providers (including but not limited to, AMCs / Registrar and Transfer Agents (“RTAs”) / KYC Registration Agencies (“KRAs”) / BSE StAR MF/ Financial Institutions/ CERSAI/ third party service providers & partners etc.). Please note that We have no control over how the information is used by such third party entities and their service providers, and usage of such information will be as per their respective policies.

7. We shall not be liable for any failure or delay on the part of the third party entities including, but not limited to, failure or delay of allotment of units of mutual fund schemes or any such deficiency/non-delivery of services. The concerned third party entity shall be solely liable to You for any such failure and/or delay.

8. You hereby undertake and confirm that before investing in mutual fund schemes, You shall read and understand the content of the Offer Document (Scheme Information Document (SID), Statement of Additional Information (SAI) and  Key Information Memorandum (KIM) and addenda issued from time to time) , terms, conditions, details, rules and regulations related to and governing the concerned mutual fund schemes and thereafter apply for units of the same. Further, You shall not make any investments in mutual fund schemes based on receiving or being induced, directly or indirectly, by any rebate or gifts. 

9. To review the terms of any mutual fund scheme (“Transaction Documents”), please visit the websites of the relevant Asset Management Companies (“AMC”) that offer the scheme.

10. By entered into the Execution Agreement with NU, You hereby consent and authorize the concerned AMC to execute the transaction pertaining to direct investment routed through the Lemonn Platform and to share, disclose or transfer Your personal data and information including the details of Your investments and transactions in the schemes of the mutual fund of the AMC with the Lemonn Platform. This information may be disseminated by the AMC to the Lemonn Platform and the same shall be solely used by the Lemonn Platform for the purpose of collating Your portfolio details under the said Execution Agreement.

11. You hereby agree to indemnify, defend and hold harmless the AMC against any regulatory action, damage or liability that You may suffer, incur or become subject to in connection therewith or arising from sharing, disclosing and transferring of the aforesaid information. 

12. You acknowledge that the NU through BSE StAR MF has entered into an indirect agreement with the AMC for accepting transaction feeds under the relevant SB code- INZ000304837. You further acknowledge and agree that in the event such agreement between NU and the AMC is terminated due to any reasons, You shall submit transactions in the schemes of the mutual fund directly to the AMC through other modes of transactions permitted by the AMC. 

13. You hereby grant your consent to share/ provide the transaction data feed/ unit holdings in respect of your investments under direct plan in all schemes to NU. 

14. On being KYC compliant, You will be able to make investments in units of any mutual fund scheme issued by various mutual funds available on the Lemonn Platform. 

15.  After You decide the amount You want to invest in a mutual fund scheme, You will be directed to the payment portal provided by BSE StAR MF. You may choose to do direct debit through including Net Banking, UPI and NACH/ACH/E-NACH mandates from Your registered bank account with NU. The purchase order throught BSE StAR MF shall credited to Indian Clearing Corporation Limited’s* (“ICCL”) bank account (*Indian Clearing Corporation Limited is the Clearing Corporation entity w.r.t mutual funds transactions transacted via BSE StAR MF; ICCL is also a subsidiary of the Bombay Stock Exchange). ICCL would further transfer the funds collected, towards the respective AMC’s designated bank accounts. NU does not directly process any payment.

16. Post receipt of Your Transaction Instruction(s), the same will be processed as per the applicable cut-off timings. The Transaction Instruction(s) once placed cannot be cancelled or reversed and can only be redeemed with the NAV applicable as per the redemption date. The funds received by You from all redemption orders on Lemonn Platform are directly credited to your registered bank account with NU by ICCL as per the settlement time of the respective AMC scheme selected on Lemonn Platform. 

17. NU is acting as a technical intermediary and electronic platform for the mutual fund transactions on the Lemonn Platform. NU does not warrant or guarantee the performance of any mutual fund schemes that they offer. The Client details like PAN, Address, bank details, nominee and documents, signatures etc would be shared with BSE StAR MF Platform to facilitate the mutual fund order and payment processing to be passed to relevant AMC’s. NU and BSE StAR MF Platform would be communicating messages on the mobile number and/or email id and/or whatsapp details provided by the User to inform the status of the order/ investments/ portfolio/ new schemes etc. The money debited from the Client’s registered bank account in case of transactions in mutual funds shall be collected and it will be credited / transferred to the respective mutual fund either on the same day (in case the order is placed before the cut off time) or the next working day (in case the order is placed after the cut off time). Kindly refer to the cut-off timings here – https://www.bsestarmf.in/PaymentModeTAT.aspx. Hence,  the User agrees, understands and acknowledges that there would be an interim time lag in transferring / crediting the money to the respective mutual fund account. The units of the schemes shall be allotted, redeemed or switched, as the case may be, at the Net Asset Value (NAV) prevalent on the date of the transaction request. The User agrees that any transaction request falling due on a holiday or after the cut off time mentioned on the Lemonn Platform would be processed on the next working day and respective NAV would be applicable as per the mutual fund’s scheme information document. The Client can refer to the Lemonn Platform for updated status with respect to the order at all times. There may be a possibility of variances in values arising out of delayed data feeds, transmission losses in electronic data, electronic fund transfer etc. for which NU and its authorised representatives shall not be liable. The Client agrees to maintain a clear balance in its Bank Account at all times to cover the purchase price and other costs and charges / quantity of units.

18. Notwithstanding anything contained under these Terms, all execution of the Transaction Instruction(s) is processed on a ‘best effort basis’ by Us. Although We endeavour to process Your Transaction Instruction(s) on the same day, You acknowledge that due to any technical or other reasons/errors on our part or on the part of the third-party entities involved in the completion of the transaction, the transaction may not be completed on the same day leading to change in the NAV price of the units of the mutual fund scheme. You understand and agree to not hold Us liable for any losses suffered by You on account of such delay in processing the transaction. We will on priority address such issues and process such transactions on a best effort basis, on the next business day. The said process will also be applicable in the event of the redemption of units of mutual fund schemes. 

19. We will execute Your Transaction Instruction(s) with regard to the purchase or redemption of the units of the mutual fund scheme with the concerned AMC. We will forward Your Transaction Instruction(s) to the respective AMC through BSE StAR MF, electronically or otherwise, pursuant to which the respective AMC will process the transaction(s). RTAs/AMCs are not obliged to accept Your application for subscription to units of their mutual fund schemes in part or in full. 

20. You hereby agree, acknowledge, and grant Your explicit consent to Us to contact You by phone, SMS whatsapp and/or email for any queries or updates regarding Your investments. 

21. We do not offer all mutual fund schemes for investment as available in the securities market. By limiting the number of schemes on the Lemonn Platform, We do not make any representation, guarantees or warranties (expressed or implied) as to the quality or nature of any AMC or mutual fund scheme. With respect to mutual fund schemes, We do not in any manner:

a. Guarantee payments on any units;

b. Guarantee liquidity of any units;

c. Make any offer to buy back any units;

d. Guarantee the redemption or repayment of any units on maturity;

e. Guarantee the payments of interest or dividend; and/or

f. Promise, indicate or guarantee any returns.

22. If according to You there is any discrepancy in the particulars or details of Your transaction(s) or statement of account(s), then You shall be obliged to intimate the same to Us in writing within 30 (thirty) days of receiving notice thereof, failing which such transaction(s), statement(s) or account(s) (as the case may be) shall be deemed to be correct and accepted by You and We will not be entitled to question the correctness or accuracy thereof. 

 

3. Alternative Means of Communication Incase of Lease Line Failure of Internet in case of trading in Stocks

1. The alternate trading backup system/processes planned for handling the subject is ‘Call and Trade’ desk at the registered office of NU. All successfully registered Clients would be provided with Call and trade numbers and the Clients would have to call us on these numbers and authenticate their account information before the dealer can place trades.

2. All Clients on any issue in internet or connectivity failure or in any other difficulty can call on the nationwide accessible number to receive ‘Call and Trade’ service. After successful authentication i.e. manual authentication after providing personal identification details to call and trade dealer, Users can access their account as required. 

3. For Call & trade, each and every Client is required to mention the Unique Client Code (“UCC”) allotted by Us along with his/her registered mobile number.

4. Additional charges of ₹50 (excluding GST) per executed order:
A) for orders placed through our support/dealing desk.
B) intraday (Margin Intraday Square-off/ Bracket order/ Cover Order) positions squared off before market closing by our Risk Management System team. 

Note: Trading using our Call & Trade desk involves many uncertain factors which include complex hardware, software, systems, and communication lines. These are susceptible to interruptions. Please read the Account Opening Form for more details.

4. Fee And Brokerage

1. You acknowledge that You are obligated to pay Us any brokerage, fees, GST, or any other taxes and transaction charges, as agreed upon and due from time to time in exchange of the service provided by Us. You acknowledge that all fees, brokerage, and charges on the Services are subject to change as per our discretion. Any such changes will be communicated by Us via email and/or SMS and/or Whatsapp to your registered email ID and contact number 7 (seven) days ahead of implementation and will be displayed on the Lemonn Platform. 

2. All charges with respect to services/transactions on the Lemonn Platform are displayed while transacting on any instrument (before making such purchase).

3. All brokerage and other charges are subject to the maximum limits as prescribed by SEBI, Exchanges or any other regulatory authorities from time to time.

4. An updated schedule of charges, brokerage, fees, towards applicable services provided by the Company along with taxes and other mandatory transaction charges is made available under the Tariff Sheet.

5. You agree and understand that any such charges/fees that NU may choose to levy will be in addition to those levied by the AMCs, if any. All fees, charges and reimbursement of expenditure shall be paid or made in full by You without any counterclaim, set off or withholding.

5. Privacy and Data Protection

We shall use Your data specifically for providing the Services to You and in accordance with Our Privacy Policy. Kindly refer to the Privacy Policy for more details.

6. Margin Requirements

1. You understand and agree to promptly deposit with Us such cash, securities, or other acceptable security which We may require as margin. We may request you to deposit a higher margin, in accordance with the guidelines provided by the Exchange. We also have the right to request you to maintain a permanent margin of a value specified by Us for as long as You wish to utilize the margin trading facility provided by Us. You also agree to abide by the exposure limits, if any, set by Us or by the stock exchanges or clearing corporations or SEBI.

2. You understand and acknowledge that the margin provided by You will not bear any interest. We, at our sole discretion, have the irrevocable right to offset a part or the entirety of the Margin either by appropriating the relevant amount of cash or by selling or transferring some or all of the securities that constitute Margin, in case of Your failure to meet any of your respective obligations. You understand that the choice of specific securities to be sold shall be solely at Our discretion.

3. You acknowledge that the market value of securities placed as margin will be determined after applying a haircut that We may consider appropriate. You agree to replenish any shortfall in the margin’s value due to a decrease in the market value of such securities placed as margin, whether or not We inform you of such a shortfall. You agree that We may consider any sum or money lying with Us or security pledged with Us or Clearing Corporation to Your credit as margin received.

4. We may, at our sole discretion, prescribe the payment of margin in the form of cash in addition to or instead of securities. You hereby agree to comply with Our requirement concerning the payment of margin in the form of cash immediately. We reserve and exercise the right to liquidate or close out any or all of Your positions in case of non-payment of margins or other outstanding debts, and adjust the proceeds of such liquidation or close out against Your liabilities or obligations. You understand and acknowledge that any losses and financial charges arising from such liquidation or close out will be charged to and borne by You.

5. You are also aware that We are required to deposit sufficient margin with the stock exchanges to enable all Our eligible Clients to trade, subject to limits imposed by Us based on Our risk perception and other relevant factors. However, there may be circumstances when the deposits made by Us with the stock exchanges may not be sufficient during times of extreme volatility and Our trading terminals may be temporarily suspended due to the cumulative effect of various Clients’ failure to meet their obligations. In such circumstances, You acknowledge that You do not have the right to claim any damages from Us for any losses You might incur due to the suspension of trading.

6. You agree that any securities or cash pledged by You as margin may be placed as margin by Us with the stock exchanges, clearing corporation or clearing member We may deem fit. You authorize Us to take all necessary actions to place such securities or cash with the stock exchanges, banks or institutions as margin, whenever required. You agree and acknowledge that the securities provided by You as part of the margin requirements are owned by You and the title thereof is clear and free of encumbrances.

7. Maintenance of trading account

1. Money pay-in to Us – You agree that all payments due to Us will be made within the specified time and in the event of any delay, We may refuse, at our discretion, to carry out transactions or closeout the position and the costs/losses if any, thereof shall be borne solely and completely by the User. All payments made to Us shall be from the bank account of the Client and shall not be from any third party.

2. Money payout to Us – Notwithstanding anything contained in any other agreement or arrangement, if any, between the parties hereto, the Client hereby authorizes Us to release all payments due to him from the trading account maintained with Us, against specific request in this behalf.

3. Securities pay-in to Us – All delivery to be effected to Us for a trade, must be made within 24 hours from the execution of the sale order or one day before the pay-in date, whichever is earlier. Losses, if any, that may accrue in the event of a default in completing the delivery on the exchange by Us as a result of any delay in the delivery by the Client, shall be borne solely and completely by the Client. Losses for the purposes of this clause shall include auction debits/ penalty charges, if any incurred as a result of non-delivery of securities on the settlement date on the exchange. No third party shares will be sold through Us or third party payment should be made to Us and Client will be solely responsible for any violation. If the Client has sold any securities from the exchange against purchase in previous settlements, such sale shall be at the sole risk as to costs and consequences thereof of the client.

4. Securities pay-out by Us – We may directly credit the demat account of the Client with the depository participant or maintain the securities account with Us on a running account basis.

5. Provided that if the order placed by the Client through the Lemonn Platform or otherwise is for securities which are in the no-delivery period, such securities shall be credited to the trading account of the Client only at the time of settlement of trades, as per the schedule of the Exchange. However, if any sum is due from the Client, We may withhold the credit of securities or pledge the securities to Client Unpaid Securities Pledgee Account (“CUSPA”) account and may invoke the same to meet liabilities of Client to Us under this agreement if the money is not paid by the Client within the specified time limit.

8. Imposition of Penalty or Interest on Delayed Payment

1. We would charge delayed payment charges on any amounts which are overdue from the Client toward trading or on account of any other reasons, at such rates as may be determined by Us from time to time. The Client shall pay to Us brokerage, all taxes, duties, levies to the stock exchanges, transaction expenses, penalties for short margin levied by Exchange, delayed payment charges, short delivery charges, auction charges, cheque stop payment charges, cheque bounce charges, RTGS/NEFT charges, incidental expenses such as postage, courier etc. as they apply from time to time to the Client’s account/transactions/services that the Client avails from Us.

2. We may impose penalties/fines for any orders/trades/deals/actions of the Client which are contrary to Stock Broker Client Agreement/rules/regulations/Bye-Laws of the exchange or any other law for the time being in force, at such rates and in such form as it may deem fit. Further where Client has to pay any fine or bear any punishment from any authority in connection with/as a consequence of/in relation to any of the orders/trades/deals/actions of the Client, the same shall be borne by the Client.

3. We have the right to refuse, at Our discretion, to carry out transactions or close-out the position in case of failure to provide for the payment due and any costs/losses thereof shall be borne solely by You.

9. Preservation/Disclosure

You acknowledge, consent and agree that We may access, preserve and disclose Your designated investment account information if required to do so under law or any legal requirement / legal process, or on a good faith belief that such access, preservation or disclosure is reasonably necessary as per the Privacy Policy.

10. Security Components

You understand that the Lemonn Platform and software embodied within the Lemonn Platform may include security components that permit digital materials to be protected, and that use of these digital materials is subject to usage rules set by the Company. You shall not attempt to reverse engineer, override, disable, circumvent or otherwise interfere with any such security components and usage rules embedded into the Lemonn Platform as per the Privacy Policy.

11. Ownership; Proprietary Rights/Intellectual Property

1. You acknowledge and agree that We, or our licensors, own all legal rights, title and interest in and to the Services, including any intellectual property rights which subsist in the Services.

2. Unless You receive our express authorization in writing, You agree that in using the Services or accessing Lemonn Platform, You shall not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

3. You further acknowledge that our Services may contain information which is designated as confidential by Us and that You shall not disclose any such information without our prior written consent. 

12. Confidentiality

We shall maintain the confidentiality of Your personal information as per the Privacy Policy. 

13. Termination / Agreement Violations

1. The Terms will continue to apply until terminated by either You or the Company as set forth below. If You object to the Terms of Use or are dissatisfied with the Lemonn Platform, your only recourse is to (i) close Your Account on the Lemonn Platform; and/or (ii) stop accessing the Lemonn Platform. In case you violate these Terms, our Privacy Policy and KYC-AML policy, statutory disclaimers & disclosures and/ or any applicable law, the Company may, at any time and in its sole discretion, terminate Your Account and/or prevent You from accessing the Lemonn Platform and/or the Services.

2. You agree that We may at any time and for any reason, terminate Your access to the Services, or restrict or suspend Your access to all or any part of the Lemonn Platform (including the Services) at any time, for any or no reason, with or without prior notice, and without any liability. If there is a suspicion of untoward or illegal activity, fraud whether suspected or otherwise including under a notice or demand from any judicial, quasi-judicial, regulatory, administrative or law enforcement agency, We may suspend Your designated investment account and/or the Services immediately without any prior intimation to You.

3. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies We may have under law or in equity. Upon termination for any reason, You agree to immediately stop using our Services. 

4. The closure shall be effective only after a period of one month has elapsed from the date of application/intimation or the date of settlement of account whichever is later.

5. Settlement of account shall mean that there is no outstanding balance of shares or funds in the books of the Client and NU and the same is confirmed by the Client. The date of confirmation shall be the effective date of settlement.

6. Any of the breaches or violations of the Terms of Use, Privacy Policy, KYC-AML Policy or other terms, policies between You and Us, may also lead to suspension and/or termination of other services availed by You on any one or more of the Bitkuber Platform or from any other group entities. 

14. Dispute Resolution, Governing Law and Jurisdiction 

1. In the event of any dispute arising out of these Terms, the same shall be referred to the customer support at [email protected]

2. These Terms shall be governed by and interpreted and construed in accordance with the laws of India. The courts of Mumbai shall have exclusive jurisdiction over any disputes arising under these Terms except for disputes arising out of demat debit and pledge instruction (DDPI) which shall be as per the DDPI Agreement.

3. Alternatively, in case your issue is not resolved, you can lodge your grievance on SEBI SCORES (https://scores.sebi.gov.in/) or the SEBI ODR Portal (https://smartodr.in/login) as per the mechanism provided by SEBI.

15. Grievance Redressal Mechanism

In accordance with the IT Act and Rules made thereunder, the contact details of the Grievance Officer of the Company are:

Name: ShivKumar

E-mail ID: [email protected]

Correspondence Address: To, Grievance Officer, Re: Galaxy, Unit No. 603, A Wing, Everest Grand, Mahakali Caves Road, Opp. Ahura Centre,  Andheri East, Chakala Midc, Mumbai, Maharashtra – 400093

16. Limitation of Liability and Damages

1. In providing the Services to You under these Terms, NU will exercise reasonable business judgment and will use reasonable due care, diligence and skill. The Services provided to You under these Terms do not assure or guarantee any minimum or fixed or assured return.

2. You hereby acknowledge that We, our group entities, directors, officers, employees, consultants, representatives, agents and partners shall not be held liable to You for any direct, indirect, incidental, special, consequential, punitive or exemplary damages which may be incurred by You, however caused and under any theory of liability. We shall also not be liable under any circumstances for damages arising out of or related in any way to Your inability to access, or Your difficulty in accessing the Lemonn Platform due to any bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Lemonn Platform by any third party, any loss of Your data, any claim relating to Your data or content from the Services. 

3. It will be Your sole responsibility to make an independent assessment. The Company shall not incur any liability by reason of any loss, which You may suffer by reason of any depletion in the value of the assets, which may result by reason of fluctuation in asset value, or by reason of non-performance or under-performance of the securities or any other market conditions.

4. We shall not be held liable for any failure to perform its obligations, to the extent that such performance has been delayed, hindered or prevented by systems failures, technical glitches; network errors, delay or loss of data due to the above and in circumstances of Force Majeure Event/s.

5. We will not be held liable for any third-party services availed by You on the platform provided by Us and shall not incur any liability towards any loss suffered by You pursuant to access to, and use of, such third-party services. 

17. Indemnification

1. You shall defend, indemnify and hold harmless Us, Our group entities, directors, officers, employees, consultants, representatives, agents and partners from and against any and all claims, damages, obligations, losses, liabilities, costs or expenses (including but not limited to attorneys’ fees and costs) arising from or in relation to:

a. Your use of and access to the Lemonn Platform and Bitkuber Platform;

b. Your violation of any of the clauses of these Terms and the Privacy Policy;

c. Your access to, and use of, services by third-parties through / on the platform provided by the Lemonn Platform;

d. Your violation of any third party right(s), including without limitation any copyright, property, or privacy right; and

e. Your violation of any applicable law(s). 

2. In the event of death or insolvency of the Client, winding up or liquidation, or their otherwise becoming incapable of receiving and paying for or delivering or transferring securities which the Client has ordered to be bought or sold, the Company may closeout the transaction of the Client and claim losses, if any, against the estate of the Client or take such other actions as may be permitted under SEBI SB Regulations. The Client or his nominees, successors, heirs and assignee shall be entitled to any surplus which may result therefrom. The Client shall note that transfer of funds/securities in favor of a nominee shall be valid discharge by the Company against the legal heir. The Company shall bring to the notice of the relevant Exchange the information about default in payment/delivery and related aspects by a Client.

3. The User is aware that authentication technologies and strict security measures are required for internet trading through an order routed system and undertake to ensure that the password of the User and /or their authorized representatives are not revealed to any third party. The User also agrees to indemnify the Company from any loss, injury, claim or any action instituted against the Company arising from the misuse of the password by any party.

18. Additional Disclaimers / No Warranties

1. You acknowledge that the information provided through Lemonn Platform is compiled from sources, which are beyond the control of Lemonn Platform. Though such information is recognized by the parties to be generally reliable, the parties acknowledge that inaccuracies may occur and Lemonn Platform does not warrant the accuracy or suitability of the information. 

2. For this reason, as well as the possibility of human and mechanical errors and other factors, You understand and expressly agree that Your use of the Services is at Your sole risk and that the Services are provided to You on an “as is, with all faults” and “as available” basis.

3. Any material downloaded or otherwise obtained through the use of the Services is done at Your own discretion and risk and You will be solely responsible for any damage to Your computer system or other device(s) or loss of data that results from the download of any such material.

4. We, and our group entities do not represent or warrant to You that:

a. The information on the Lemonn Platform is accurate, complete and updated;

b. Your use of the Services will meet Your requirements;

c. Your use of the Services will be uninterrupted, timely, secure or free from error;

d. Any information obtained by You as a result of Your use of the Services will be accurate or reliable; and

e. That defects in the operation or functionality of any software provided to You as part of the Services will be corrected.

5. We shall not be liable for any damages of any kind arising from the use of the Lemonn Platform or the services or the contents including, without limitation, direct, indirect, consequential, punitive, and consequential damages, unless otherwise specified in writing.

 6. We may provide various tools or analysis on the Lemonn Platform. Any output of such tools/analysis is only for informational purposes and should not be construed as investment advice as defined under the SEBI IA Regulations or tax advice or a recommendation or solicitation to buy/ sell/ hold any securities. The Output is based on Our analysis, or the analysis of our group entities from information obtained from various sources, which We and Our group entities, believe to be true and correct. Such output does not guarantee any specific performance/returns. You should independently take Your own investment decision to execute any transaction based on Your risk profile, investment objective, financial status, etc. We assume no responsibility for the accuracy or otherwise of the output.

7. Lemonn Platform expressly disclaims any and all warranties, whether express, oral, implied, statutory or otherwise, of any kind to the Users and/or any third party, including any implied warranties of accuracy, timeliness, completeness, merchantability and fitness for a particular purpose, as well as any warranties arising by virtue of custom of trade or course of dealing and any implied warranties of title or non-infringement. in addition, Lemonn Platform, in providing the information makes no endorsement of any particular security, market participant, or brokerage. Further, Lemonn Platform does not represent or warrant that it will meet your requirements or is suitable for your needs.

19. Notice / Correspondence

1. You agree to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, “Communications”) that NU provides in connection with Your use of the Services. We may give notice to You by email/letter/telephone/Whatsapp/in-app notification or any other means as deemed fit, to the correspondence details available in Our records. If the document/communication is sent by email/ Whatsapp/ in-app notification, it shall be deemed to have been duly communicated and delivered to You. In addition, We may (but shall not be bound to) also publish notices of general nature, which are applicable to You, in a newspaper circulating in India or on our Company website or on the Lemonn Platform. Such notices will have the same effect as a notice served individually to You. You may give notice to Us, in writing/delivering by hand/email/post/other electronic means, at the address/email ID mentioned on the Lemonn Platform. 

2. It is your responsibility to provide NU with accurate and complete contact information and to provide updates to your contact information as necessary. You understand and agree that if NU sends you an electronic Communication, but you do not receive it because (i) your contact information on file with Your User’s account is incorrect, blocked by your service provider, or out of date, (ii) the Communication was re-routed to your spam folder, or (iii) You are otherwise not able to receive or access the Communication, NU will be deemed to have provided the Communication to You and will be binding on You. If any email communication is returned as undeliverable, We retain the right to block your access to the Platform or to Your User’s account until you provide and confirm a new and valid email address and, if required, any additional checks or diligence by Us.

20. Modification of Terms

The Terms, Privacy Policy, KYC-AML Policy, and any other policy/ document may be modified, at any time, at our sole discretion without any prior intimation to You. The revised/modified version of the same shall be posted on the Lemonn Platform. It is Your responsibility to review the same on a regular basis. By accessing and continuing to use the Lemonn Platform, it is deemed that You have understood and agreed to the revised version of the Terms, Privacy Policy, disclaimers and any other policy on the Bitkuber Platform and the Lemonn Platform. Further, the Services and features provided by Us may be subject to change at our discretion, and We do not require Your consent for the same nor shall We be liable to You for any such change.

21. Waiver

The failure by either You or Us to insist upon strict performance of any provision of these Terms shall in no way constitute a waiver of rights under these Terms. Waiver to be effective shall be in writing and signed by the respective Party.

22. Severability 

If any provision of these Terms (or any portion thereof) is determined to be invalid, illegal or unenforceable, the remaining provisions of these Terms shall not be affected by such determination and shall remain binding upon the Parties. 

23. Survival

Notwithstanding the termination or rescission of these Terms, the provisions of these Terms shall continue to apply to those duties and obligations which are intended to survive any such cancellation, termination or rescission, including, Ownership; Proprietary Rights/Intellectual Property, Confidentiality, Limitation of Liability and Damages, Indemnification, Disclaimers/No Warranties, Dispute Resolution, Governing Law and Jurisdiction. Further, any provisions of these Terms which by implication are to survive the termination of these Terms shall survive such termination. Termination of these Terms shall not abate the causes of action that have accrued to the Parties prior to such termination.

24. Entire Agreement 

These Terms are the entire agreement between You and Us relating to the subject matter hereof and these Terms will not be modified except by a change to these Terms made by the Us in accordance with these Terms. These Terms together with the Privacy Policy, KYC-AML Policy, the disclaimers & disclosures (if any) , including any other policies, notices, circulars, and any information published by the Company on the Lemonn Platform or our Company website and/or shared with You, shall constitute the entire agreement between You and Us concerning the Service and it governs Your use of the Service on the Lemonn Platform.

25. Force Majeure

1. We shall not be liable if any transaction does not fructify or may not be completed or for any failure on our part to perform any of our obligations under these Terms or those applicable specifically to our services/facilities if performance is prevented, hindered or delayed by a Force Majeure Event (defined below) and in such case, its obligations shall be suspended for so long as the Force Majeure event continues.

2. You also acknowledge and agree that We are not responsible for the availability of the Service, nor are We liable for its performance during a Force Majeure Event. You explicitly agree that if You suffer any loss or damage on any due to a Force Majeure Event, We will not be liable for any such loss or damage. Further, any cancellations, refunds or redemptions, shall be determined as per the applicable policies.

3. “Force Majeure Event” means any event due to any cause beyond our reasonable control, including without limitations, unavailability of any communication systems, breach, or virus in the processes or payment or delivery mechanism, sabotage, fire, flood, explosion, acts of god, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, pandemic, epidemic, regulatory actions, law enforcement actions, computer hacking, unauthorised access to computer data and storage devices, computer crashes, malfunctioning in the computer terminal or the systems getting affected by any malicious, destructive or corrupting code or program, mechanical or technical errors/failures or power shut down, faults or failures in telecommunication etc.

26. Assignment

These Terms and any rights and licenses granted hereunder, including the right to use the Services, are personal to You, and may not be transferred or assigned or sublicensed by You to any other person or entity. We may assign, in whole or in part, the benefits or obligations of these Terms. We may, at our discretion, provide an intimation of such assignment to You, which will be binding on the Parties to these Terms.

27. Further Assurance

We and/or You shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of these Terms and our intentions and/or Your intentions as reflected hereby.

28. Morningstar Data

©2023 Morningstar. All Rights Reserved. The information, data, analyses and opinions (“Information”) contained herein: (1) include the proprietary information of Morningstar and its content providers; (2) may not be copied or redistributed except as specifically authorised; (3) do not constitute investment advice; (4) are provided solely for informational purposes; (5) are not warranted to be complete, accurate or timely; and (6) may be drawn from fund data published on various dates. Morningstar is not responsible for any trading decisions, damages or other losses related to the Information or its use. Please verify all of the Information before using it and don’t make any investment decision except upon the advice of a professional financial adviser. Past performance is no guarantee of future results. The value and income derived from investments may go down as well as up.

29. SEBI Disclaimer

Stocks: Investments in the securities market are subject to market risks; read all the related documents carefully before investing. Brokerage will not exceed the SEBI prescribed limit

Mutual Funds: Mutual Fund Investment are subject to market risks , read all the related documents carefully before investing.

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