TERMS OF USE
IntroductionThese terms of use (“Terms of Use”) outline the conditions for accessing and utilizing the services provided on the AlgoTest website as well as such other domains, sub-domains, mobile applications, or platforms (hereinafter collectively referred to as “Platform”) that is owned and / or operated and / or may be owned and / or may be operated by Oraph Private Limited (“Company” or “Us” or “We”). It is imperative to note that the Privacy Policy should be read in conjunction with the present Terms of Use and Risk Disclosure Document.These Terms of Use are a legally binding and enforceable agreement between the Company and the users of the Platform, whether accessing the Platform with or without registration. These terms govern the usage of the Platform and any associated services accessible through the Platform including any residuary reports / data, downloaded reports etc.The use of the Platform by the user in any manner including but not limited to accessing, viewing and / or browsing the Platform or any part thereof or registering for and / or using any services, amounts to acceptance of these Terms of Use.The user by accepting these Terms of Use, in any manner including but not limited to accessing, viewing and / or browsing the Platform or any part thereof or registering for and / or using any services, represents that the user is competent to enter into an agreement with the Company under applicable laws or that the user has the authorization and / or legal authority to enter into such an agreement with the Company under applicable laws. In case it is found that the user was not competent to enter into an agreement with the Company or did not have the authorization and / or legal authority to enter into such an agreement, the Company reserves the right to seek such legal remedy as available in law.The Company reserves the right to update or amend these Terms of Use periodically by posting such updates or amendments on the Platform. Use of the Platform after such update or amendment has been posted on the Platform would imply the acceptance of such changes by the user and shall be binding on them from the date such update or amendment has been posted on the Platform.Use of ServicesUnless otherwise specified, the Company grants the user a non-exclusive and non-transferable limited right and license to access the Platform.The Company only provides tools, data and infrastructure to enable the user to create, test, add, deploy and import or export his / her / its own strategies, systematic trading strategies and specific equity research report shared with the client by its / their Research Analyst or any other entity registered with SEBI and permitted to do so (“RA Algos / research report / factor note / research note”). In this regard, the nature of services is hereby clarified:Testing: The Company provides tools, data and infrastructure to the user to create a real-time simulation environment and allow the user to test the hypothetical behaviour of his / her / its strategy, imported strategies or RA Algos. The Company provides data feed with a delay of one minute with randomized slippages in order to provide as accurate results as possible. The Platform provides tools, data and infrastructure to the users to test his / her / its strategies, imported strategies or RA Algos using historical market data to obtain hypothetical results in a simulated environment, which may differ from the result if tested on a real-time basis. However, due to the dynamic nature of the securities market, the Company cannot guarantee the accuracy of the output of the tests undertaken in simulated environment all the time.Live Trading: The user deploys his / her / its trading strategies, imported strategies or RA Algos using the Platform through his / her / its brokerage account held with his / her / its stockbroker in an automated manner based on the terms and conditions determined by the user themselves. It is clarified that the Company does not provide any trading strategy or investment advice or research report and only offers tools, data and infrastructure to the user to create, customize and deploy his / her / its strategies, imported strategies or RA Algos based on his / her / its requirement. In order to deploy trading strategies for live trading, the user must have a trading and demat account with one of the stockbrokers supported on the Platform and must access the Platform and the demat account by himself / herself / itself. Further, the user must activate the strategy it wants to deploy by clicking on “Activate”. The user by clicking on “Activate” provides its explicit consent to the Platform to place orders and take trades on behalf of the user for the day. The Platform only places the order and takes trades based on the strategy deployed by the user and does not check the suitability of the strategy for a particular user which may vary. Further, the Platform neither manually interferes with the strategy deployed nor accesses or obtains data of the user other than those necessary for deploying the strategy.Hosting of RA Algos: The Platform may host the RA Algos of Research Analysts, or any other entity registered with SEBI and permitted to provide such RA Algos, for the benefit of the users. The Platform may also host RA Algos of research analysts for the clients of such Research Analysts where the clients of the Research Analysts, or any other entity registered with SEBI and permitted to provide such RA Algos, shall independently execute an agreement with the Research Analysts, or any other entity registered with SEBI and permitted to provide such RA Algos. It is clarified that the Platform shall not be involved in or shall be privy to the terms of such agreement and shall only host the research report. Further, the Company neither reviews nor evaluates the contents of the research report and the user shall be solely responsible for the trades undertaken based on the research report.Other Services: The Platform provides Charts and Option Chain analysis where the price feed comes from the stockbroker of the user, in case the user is logged into his / her / its account of the stockbroker. In other cases, the Platform provides the 1-min snapshot price feed procured directly from the stock exchange. The Platform also provides an Options Simulator where the user is provided with historical market data snapshots and various tools to analyse strategies that allow users to conduct their own research and analysis. The Platform further allows its users to export his / her / its own strategies and / or Shared Strategies which enables the users to access the strategies outside the Platform and on their personal electronic devices or on the Platform-hosted cloud and import his / her / its own strategies and / or the RA Algos provided by a Research Analyst or any other entity registered with SEBI and permitted to provide such Shared Strategies, . This import-export feature has been developed solely for the personal use of the Platform users and for ease of accessing his/ her/ its own strategies or Shared Strategies.The services offered on the Platform are intended for the personal use of the user only, subject to his / her / its compliance with the provisions of this Terms of Use.The Company may provide sample strategies for illustrative purposes. Such sample strategies shall be extremely basic (e.g. short at-the-money straddle with stop-losses) and shall be readily available in any basic trading book, tutorials or any material of similar nature available in the public domain and shall be made available to the user for the sole purpose of explaining the functionality of the Platform and how to use them. The user shall be solely responsible for any profits or losses resulting from deploying such sample strategies for live trading and the Platform neither promotes nor recommends any such sample strategy.Accounts, Passwords, and SecurityThe user can sign up to the Platform using his / her / its name, phone number and password. Additional information may be sought for ease and efficiency of usage of the Platform. Further, the user can log in to the Platform using the phone number and password. The user is required to provide accurate and up-to-date personal information as prompted by the registration form and any failure of the user to provide the same accurately would make the user solely responsible for such incorrect information.The user can use the Platform to directly deploy his / her / its trading strategies, imported strategies or RA Algos deployed by the user in his / her / its demat account upon such integration through logging into the demat account with the stockbroker. In this regard, it is clarified that the Company or the Platform does not store login details of the user with such stockbrokers in any form or manner. Further, the Company does not have access to any of the passwords and / or One Time Passwords that the user may be required to provide while using the platform of the stockbroker or any password that the user may be required to provide while using the Platform. This shall include the password of the user to access his / her / its account on the Platform and the demat account. The Platform only receives the information with respect to the orders and trades undertaken by the user deploying his / her / its strategy, imported strategies or RA Algos deployed by the user, only after the user has linked their demat account with the Platform. These orders and trade details are provided by the stockbroker when the session is active, and the Platform does not have access to the login details of the user.The user is solely responsible for all the activities in his / her / its account, whether by them individually or by anyone else. The user shall be liable for any loss incurred by the Company or any other person due to unauthorized or reckless use of his / her / its account. Further, the Company shall not be liable for any losses incurred by the user from the use of his / her / its account by another person, whether with or without their knowledge.The Research Analysts or other entities registered with SEBI are not permitted to handle any demat or trading accounts on behalf of a user. Therefore, the user must not share his / her / its credentials such as User ID, password, security question answers or OTPs with any Research Analyst or SEBI registered entity or their employees. Further, the Company shall not be liable for any losses incurred by the user in this regard.The user is solely responsible for the activities undertaken by him / her / it in pursuance of the importing or exporting of its own strategies or Shared Strategies. It is further clarified that all the users of the Platform have an option to export their strategies and the Company neither reviews the strategies nor the credential of the users exporting such strategies. It shall be the responsibility of the users of the Platform, while importing the strategies, to independently test the strategies before deploying the same. The Company will not be liable for any losses incurred by the user in this regard.The user shall immediately inform the Company upon becoming aware of any unauthorized account usage or security breach. Upon such intimation, the Company shall take all reasonable steps to restrict such unauthorized account usage or security breach. However, any loss suffered by the user due to such unauthorized account usage or security breach or action taken by the Company to remedy same shall be borne by the user alone and the Company shall not be held liable for the same.Any data stored by the Platform is governed by the Privacy Policy of the Company and this section should be read in conjunction with the Privacy Policy of the Company.Prohibited ActivitiesThe term “Shared Content” shall mean complete or partial strategies, trading strategies, data transformations, data analysis, manipulation functions, tools, software, data, databases, research reports issued by the Research Analysts or other SEBI registered entities as permitted to provide such research reports, text, messages, images, graphics, video files, audio files, ideas or any other information and materials that the Company, the user, Research Analysts, other SEBI registered entities or any other person post on the Platform or such other platform, including websites, social media platforms, social media groups, forums, direct messaging services or channel of similar nature. This shall include any content provided by the Company to the user during the use of the Platform by the user.With respect to Shared Content, unless expressly provided in this Terms of Use, the user acknowledges and agrees that he / she / it shall not:Copy, modify, publish, transmit, distribute, transfer, sell, create derivative works of or in any way exploit any content accessible through the Platform or provided by the Company that was not submitted or provided by the user. This includes the use of any automated data gathering or extraction tools, programs, scripts, deep links or other similar mechanisms, unless the user obtains prior written consent from the Company.Use the Platform or its content, directly or indirectly, to advertise, market, sell or otherwise promote any commercial enterprise, directly or indirectly.Share any document provided by the Company evidencing the strategy logic created by the users while using the Platform without obtaining prior written consent from the Company.Share or use any third-party data in violation of the Terms of Use for sharing such data as agreed by the user and the third party. Further, in case of any violation of the Terms of Use of such third-party data no liability can be imputed on the Company and dispute, if any, shall be between the user and such third-party.The user shall not use any third-party services, software, mechanisms, tools, plugins, code injections, software, tools, agents or devices to navigate or search the Platform, except for the search engines and agents available through the Platform and standard third-party web browsers.The user shall not copy, reverse engineer, reverse assemble, attempt to discover the source code, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, software, products or services obtained through the Platform or its services.The user shall not access the Platform or use the services provided by the Company through any means other than those provided or approved by the Company.The user shall not transmit content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous or otherwise objectionable or that infringes, violates or misappropriates any patent, trademark, service mark, trade secret, copyright or other proprietary rights of a third-party that may invade another person’s right, including the right to privacy.The user shall not post or transmit any material that contains a virus, worm, Trojan horse, or any other contaminating or destructive feature that would affect the functioning and / or accessibility of the Platform.The user shall not post or transmit information protected by law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others.The user shall not post or transmit unsolicited advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation material.The user is prohibited from using the import/ export features of the Platform to transfer trading strategies that are illegal, unethical, or violate any intellectual property rights. This includes but is not limited to the use of stolen, pirated, or counterfeit trading strategies.The user must not attempt to bypass or disable any security measures put in place by the Platform to protect the integrity of imported or exported strategies. This includes modifying or reverse-engineering any security protocols related to the Platform’s import/export functionalities.The user shall not use the Platform with the intention of violating any applicable local, state, national or international law, including regulations under any such law.The user shall not register, subscribe, attempt to register, attempt to subscribe, unsubscribe or attempt to unsubscribe any party for any product or service of the Company if such a user has not been expressly authorized by that party to do so.The user shall not create multiple accounts, create account with incorrect information or use the information of such other person who has not authorized the user to create such an account.The user shall not assign, sell, rent or allow access of their account to any other person, whether for monetary benefit or otherwise.The user including Research Analyst or other SEBI registered entity of such user cannot claim any affiliation with the Company including holding out as partner, agent, employee or franchise holder solely on the basis of accessing and / or using the Platform and / or any of the services provided by the Company.A user shall not directly or indirectly, disparage or denigrate or encourage others to disparage or denigrate the Company or the Platform.In case the Company incurs any liability, monetary or non-monetary, due to any of the prohibited activities of the user, such user shall be liable to defend or provide all the assistance necessary to defend the interest of the Company. The Company can also hold such user liable to provide monetary compensation for the expenses incurred by the Company due to such prohibited activity of the user along with loss of income due to loss of reputation and / or business of the Company or such tangible or intangible loss as can be apportioned to such prohibited activity.Investment DisclaimerThe services of the Company on the Platform do not constitute advice in relation to investment, financial transaction, tax or law. The Company does not make any comment on any security, trading strategy, investment advice or trade recommendation. Any content on the Platform with respect to any security, investment or trading strategy is only for illustrative purposes and cannot be considered as a guidance on the nature, potential value, risk, or suitability of any particular investment strategy, trading strategy, transaction, security, or investment.The Company or the Platform only provides hosting services to the Research Analysts or other SEBI registered entities with respect to their research reports and does not review or evaluate the content of such research reports. Any content or analysis provided in the research report of Research Analysts or other SEBI registered entities shall be solely based on their independent research in accordance with applicable laws and users should independently evaluate their adequacy and effectiveness and nuances on time / price range etc. prior to deploying the same.Any trading decision or strategy shall be taken by the user at his / her / its own discretion and risk. The Company at no point interferes with or modifies the decision or strategy created or deployed by the user.The Company does not guarantee the success of any strategies that are imported or Shared Strategies. The performance of the strategies imported may vary and is subject to market risks. Users are advised to conduct their own due diligence and consult with a financial advisor before relying on any such imported strategies.The Company advises the user to consult with a competent and licensed or registered professional including tax advisors, prior to making any investment decision.No employee, agent, or representative of the Company is authorized to provide any advice about investment, financial transaction, tax, or law and the user is informed to not take any decision based on such advice. Further, in case any employee, agent, or representative of the Company proposes or provides any advice in relation to investment, financial transaction, tax, or law to the user then it is the responsibility of the user to intimate the Company about the same at the earliest.The user is responsible for ensuring the correctness and accuracy of inputs provided on the Platform. It is further clarified that the quality of analysis provided by the Platform depends on the inputs provided by the user. Even otherwise it is clarified that the output of the Platform is based on historical data and simulations and the accuracy of such output cannot be guaranteed as it is dependent on a multitude of factors, including, amongst other factors, the quality of inputs by the user. Further, the returns and performance of investment upon deployment of the strategy may or may not match the strategy created by the user and tested on the Platform. The Company would like to inform the user that a robust strategy created by the user may see results of the strategies tested on the Platform being closer to the live deployment. However, considering the dynamic nature of the securities market and the testing taking place in a simulated environment, the Company neither assures nor assumes responsibility for divergence in the result of the tested strategy from the return of investment upon deployment of the strategy and historical simulations can in no way be indicative of real or future results in case of live deployment.The Company does not make any representation that a RA Algos or a strategy created by the user or exported and / or imported by the user and tested on the Platform can be executed in all the cases. It is the responsibility of the user to monitor that the strategy deployed by the user has been successfully executed.The Company only provides the Platform for the user to create, import, export, add, deploy or test his / her / its strategies or the RA Algos and does not assure any expected future return or performance of the algorithm. Further, the Company does not make any reference to the past performance of any strategy created by the users or exported and / or imported by the user on the Platform or RA Algos created by a Research Analyst or any other SEBI registered entity and any such performance by any person should not be relied upon by the users while creating, testing or deploying their strategies.Users who make use of the import or export of trading strategies facility of the Platform must do so through the designated tools and features available on the Platform. The Platform provides mechanisms to facilitate the secure import and export of such strategies, but users are solely responsible for ensuring the compatibility and suitability of any strategies imported or exported.It is clarified that the Company is not registered with any financial sector regulator in India or abroad. The Company does not issue any research report nor provide any advice in relation to investment, financial transaction, tax, or law under applicable laws in India. The user should ensure compliance with the applicable laws prior to accessing the Platform and using its services. In case of non-resident users, they shall additionally refer to the local laws applicable, before usage of this Platform.It is the responsibility of the user to ensure the appropriateness, suitability and practicality of the solutions generated on the Platform based on his / her / its financial profile and risk assessment.It is the responsibility of the user to ensure that all the strategies created and deployed by the user are his / her / its own or RA Algos which are independently evaluated by the user prior to deployment. The Platform has no way to verify if the strategy deployed by the user is created by any other party, including Research Analysts or other SEBI registered entities who distribute RA Algos, and the user shall be solely responsible in case of any loss incurred or any liability accrued by the user by deploying such a strategy.The user should note that stock market investments are subject to market risks and should be made with prior consultation with a registered investment adviser, financial adviser, tax adviser, or lawyer.The Company provides no guarantee to users of, and does not assure users of, any fixed return, or a return on investment at all or even a return of their principal investment.Information provided over the Platform is on a best-effort basis and should not be regarded as be verified by the Company for accuracy or completeness.A user is solely responsible for all of their communications and interactions through the Platform with a third-party, including, without limitation, with the Research Analysts or other SEBI registered entities. The Company makes no representations or warranties as to the conduct or quality of services of such third parties.The veracity of the registration of Research Analysts or other SEBI registered entities whose research reports are hosted by the Company are verified prior to onboarding the Research Analyst or other SEBI registered entity and hosting their report. However, the Company does not monitor their good standing on a periodic basis or their compliance with the terms of registration and with the applicable laws. Further, the Company has neither the authority, nor the obligation, to enquire into the business affairs and the conduct of business of Research Analysts or other SEBI registered entities. The users are advised to independently examine the terms of business and services offered by such Research Analysts or other SEBI registered entities.The Company neither endorses nor validates the trading strategies that users import or export on the Platform. The deployment of such strategies is at the user’s own risk and discretion and the Company shall not be responsible for any losses, damages or violation of any other law applicable to such strategies resulting from the usage of such strategies.The user should note the following prior to deploying their trade strategies in the futures and options segment:9 out of 10 individual traders in the equity Futures and Options Segment, incurred net losses.On an average, loss makers registered net trading loss close to ₹50,000.Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.Guidelines to deal with Conflict of InterestThe Company at all times maintains high standards of integrity in the conduct of its business.The Company ensures fair treatment of the users of the Platform and does not discriminate amongst them.The Company ensures that its interest does not, at any time conflict with its duty to the users and that users’ interest always takes primacy.In the event of a conflict of interest between the Company and its users, the Company will make reasonable efforts to undertake all requisite measures to safeguard the interests of the users. Additionally, any such conflict of interest, if it occurs, will be addressed in conformity with relevant legal provisions. Nevertheless, the Company expressly retains all rights to engage in any lawful activities permitted by applicable laws without any prior intimation to its users.The Company shall not be responsible to ensure that the Research Analysts or other SEBI registered entities make necessary disclosures in their research report and in public appearance with regard to ownership and material conflicts of interest, as prescribed under the applicable laws, including:disclosure on whether the research analyst or research entity or his associate or his relative has any financial interest in the subject company and the nature of such financial interest;disclosure on whether the research analyst or research entity or its associates or relatives, have actual/beneficial ownership of one per cent or more securities of the subject company, at the end of the month immediately preceding the date of publication of the research report or date of the public appearance;disclosure on whether the research analyst or research entity or his associate or his relative, has any other material conflict of interest at the time of publication of the research report or at the time of public appearance;disclosure by a Research analyst or other SEBI registered entities who distribute any third-party research report of any material conflict of interest of such third-party research provider, or he shall provide a web address that directs the user to the relevant disclosures.It is clarified that the Company and the Research Analysts or other SEBI registered entities providing RA Algos or whose research report is hosted on the Platform are independent of each other and the Company is not liable for any failure on part of the Research Analyst or other SEBI registered entity to make disclosures as required under applicable laws.Invoices and Cancellation of SubscriptionIn order to make payment for the subscription, the user shall be required to add credits to the AlgoTest wallet. Subscription payments, once made, are non-refundable and are applicable to all subscription plans. Further, the credit added to the AlgoTest wallet cannot be equated to the currency value and shall not be refunded to the user.It is the responsibility of the user to review the plan details and settings at the time of subscription. If the user intends to change his / her / its existing plans, the user must wait for the billing cycle to be completed and start a new subscription.Billing commences on the first day of the billing cycle as soon as the user subscribes to a plan.Upon cancelling of subscriptions, the user will no longer have access to the Platform, except for the billing cycle for which the user has already made a payment.Subscription payments and/or credits to the AlgoTest wallet cannot be transferred to a different user.The Company may change or alter its pricing structure, restrict the use of the Platform subject to increased subscription or registration fee without any prior intimation to the user.The Company may also charge a service fee or affiliate revenue share from stockbrokers and / or any third-party entities linked by the user to the Platform or even otherwise, and/ or for such other services at its own discretion.The Company reserves the right to waive any applicable fees or charge such reduced fee from a user at its own discretion and such waiver of fees or reduced fees for a user shall not give right to any other user to claim such exception or to the user to whom such exception is provided to continue to seek such exception.Notwithstanding the above, the Company reserves the right to cancel any user’s subscription at any time, with or without prior notice to such user.Intellectual Property and TrademarkThe Platform, its overall structure, create, test and deploy features, text, animated or non-animated images, know-how, drawings, graphics, as well as the site’s look and feel, pre-coded strategies, logos, designs, illustration, databases, arrangement of databases, user interfaces, response formats, software, audio, pictures, logos, icons are and shall remain the exclusive property of the Company. All intellectual property in and to the Platform and its contents and functionalities shall vest solely with the Company, its associates, or its licensors. The user is granted the right to view information for his / her / its private use only. The user cannot reproduce, in whole or in part, distribute, publish, transmit, create derivative works based on, modify, or sell any materials found on the site without express authorization from the Company. Any total or partial representation of the Platform site by any process without the express authorization of the Company is prohibited and subject to legal action.The trademarks, logos, and service marks displayed on the Platform are the property of the Company or third parties. You are not authorized to use these trademarks, logos, and service marks without the prior consent of the Company or the third party that owns them.Testing and DataAny testing result is hypothetical and is simulated using historical data and/ or using the most recent real-time data, depending upon the type of testing. These performance results have certain inherent limitations. They do not represent actual trading and have not been executed. These results may overcompensate for the impact of factors like lack of liquidity in the market, news-driven events, or other conditions. Simulated or hypothetical trading strategies are also subject to the limitation that they are designed with the benefit of hindsight or based on certain assumptions. There is no representation that any account will achieve profits or losses similar to those reflected in the tests undertaken/reflected in the platform.Hypothetical trading does not involve financial risk, and no hypothetical trading record can fully account for the impact of financial risk in actual trading. There are numerous other factors related to the markets and the implementation of specific trading strategies that cannot be fully accounted for in hypothetical performance results and can adversely affect actual trading results. Chart data may vary slightly from market time to post-market times due to standard data adjustments.Through the Platform, users may have access to research reports or RA Algos of Research Analysts or other SEBI registered entities. The Company takes no responsibility for the veracity, validity and the correctness of the information, grades, ratings, news, announcements or other research provided in the report. The Company does not guarantee the accuracy, adequacy or completeness of any research report or RA Algos and is not responsible for any errors or omissions or for the results obtained from the use of such research report or RA Algos.The user should only activate the strategy after doing his / her / its research and stress test including but not limited to various testing, checking for slippages and curve fitting. The Platform may provide certain additional tools to assist the user in researching and stress testing the strategies including in-sample and out-sample analysis, slippages, brokerage cost calculator, and Monte Carlo simulations. However, the tools provided by the Company are not exhaustive and the user should deploy any strategy after performing other stress tests independent of the Platform.CommunicationsThe user acknowledges that (a) the benefits of accessing the Platform are provided through the Internet, and (b) the user consents to receive electronic communications from the Company. The user agrees that electronic communications provided by the Company satisfies any legal requirement as if they were in writing. This applies to all the interactions and transactions with the Company, except for the non-waivable rights of the user.By mode of registration, the user authorises the Company to send SMS and/ or email alerts, with respect to login details and any other service requirements or relevant information for market research purposes, marketing communications, or any communication including any content of advertisements or other notifications.Once an alert is generated based on the login activities of the user, systems of the Platform attempt to deliver the alert to the user over the internet. By using this service, the user acknowledges that they understand that the delivery of the alerts is dependent on many factors such as the internet connection of the user, location, time of the day, server load, data availability etc. and the Company is not liable for circumstances beyond their control.IndemnificationThe user agrees to indemnify, defend, and hold harmless the Company and its subsidiaries, affiliates, officers, directors, agents, co-branders, sponsors, distributors or other partners, employees, and representatives from any claims, demands, actions, causes of action, damages, losses, costs or expenses arising directly or indirectly from (i) the breach of this Terms of Use or violation of any applicable law or regulation by the user, (ii) any allegations that materials submitted to the Company infringes on the rights of a third party.The user agrees to indemnify, defend, and hold harmless the Company and its subsidiaries, affiliates, officers, directors, agents, co-branders, sponsors, distributors or other partners, employees, and representatives from any claims, demands, actions, causes of action, damages, losses, costs or expenses arising directly or indirectly from breach of contractual, statutory or legal obligations towards any third party while using the Platform.The user is fully aware of and understands the risks associated with availing of a service for deploying strategies using the Platform and the user shall be fully liable and responsible for any and all acts done through the user’s account in any manner whatsoever.This section shall survive even if the relationship of the users with the Company is terminated.Limitation of LiabilityNeither the Company nor its directors, officers, employees, contractors, agents, or sponsors are responsible nor liable for any loss or injury or any indirect, incidental, consequential, special, exemplary, punitive, or other damages under any contract, negligence, strict liability or other theory, including for issues related to the use of the Platform, delays in operation, transmission or response times, content on the Platform, statements or conduct posted publicly, products or services purchased, actions taken in response to information available on the Platform and other matters relating to the Platform. In no event shall the Company’s total liability exceed INR 1.00/- (Indian rupee one).Some jurisdictions may not allow the exclusion of certain warranties or the limitation or exclusion of certain types of liability. Therefore, some of these limitations and disclaimers may not apply to such users, except to the extent that applicable law permits. In such cases, the scope and duration of such warranties and the extent of the liability of the Company will be the minimum permitted under such applicable law.Force MajeureThe Company shall not be responsible for any delays or defaults in the performance of its obligations due to contingencies beyond its control. These contingencies may include losses caused directly or indirectly by the stock exchange or market rulings, suspension of trading, natural disasters, civil commotion, earthquakes, war, strikes, system failures, internet link failures, government / regulatory actions and other events.Use of the InternetThe features of the Platform are susceptible to interruptions and dislocations. The testing feature and live trading of the Platform may be unavailable without notice. Network latency can occur and rapid clicks on the button can lead to multiple order placements. The user is responsible for making sure the action on the Platform is his / her / its own and is fully aware of his / her / its positions and strategy status.The Company does not make any representation or warranty that the Live Trading Service will be available at all times without interruption. The user agrees not to hold the Stock Exchange, stockbrokers, or the Company liable for any suspension, interruption, non-availability, or malfunctioning of the Live Trading System or any other feature of the Platform for any reason.Due to the global nature of the internet, the Platform may be accessed by users in countries other than India. The Company makes no warranties that materials on the Platform are appropriate or available for use in such jurisdictions. If it is illegal or prohibited for a user to access or use the Platform, then he/ she/ it should refrain from doing so. If the user chooses to access the Platform from outside India, then he/ she/ it does so on their own initiative and are responsible for compliance with all applicable laws and regulations.Eligibility to UseThe services of the Platform are not available to the user who has been suspended or removed by the Company for any reason. The user must confirm that he / she / it has not been barred by applicable laws from receiving services from the Platform or utilizing the services provided by the Platform. Further, the user must ensure that he / she / it is allowed to use broker services and participate in the markets under applicable laws and other local laws applicable to the user, and the user agrees to comply with the policies of the Stock Exchanges / Stockbrokers as well as other applicable laws and other local laws while availing the services.The Company can refuse access to the Platform for a new user or terminate access for an existing user without providing reasons.The user is allowed to have only one active account on the Platform. Selling, trading, transferring his / her / its account to another party, or impersonating someone else to create an account is prohibited. In case the Company becomes aware that the user has created multiple accounts, sold, transferred, or impersonated another person to access the Platform, the Company shall have the right to initiate any action against such user which it deems fit including terminating access to the account without any refund of the fees paid by the user.Arbitration and Dispute ResolutionThe user is directed to carefully review this Terms of Use before accessing the site or utilizing any of the services. If the user does not agree to the Terms of Use or cannot comply with them, he / she / it may not access the site or use any of the services and should cease access and usage immediately.The user and the Company hereby agree that they intend to discharge their obligations in utmost good faith. The user and the Company therefore agree that they will, at all times, act in good faith, and make all attempts to resolve all differences howsoever arising out of or in connection with this Agreement by discussion failing which, by arbitration.The user and the Company agree that the discussions shall be held in the spirit of resolution of the issues that have arisen between them with the intention of resolving the issues amicably at the earliest. If either of the parties is not satisfied with the outcome of the discussions, within 30 (thirty) days from the receipt of the response, it shall resort to arbitration.The user and the Company shall be bound to submit all disputes and differences howsoever arising out of or in connection with this. The Arbitration shall be held before 1 (one) arbitrator of exemplary qualifications and stature, who shall be selected jointly by the user and the Company, or, if the user and the Company cannot agree on the selection of the arbitrator, shall be selected in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall in all be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996.The arbitrator shall be a person of professional repute who is not directly or indirectly connected with either the user or the Company and has prior experience as an arbitrator.The place of arbitration shall be New Delhi. The language to be used in the arbitration proceedings shall be English.RISK DISCLOSURE STATEMENT
This statement outlines the risks associated with using the AlgoTest website as well as such other domains, sub-domain, mobile applications or platform (hereinafter collectively referred to as “Platform”) that are owned and / or operated by Oraph Private Limited (“Company” or “Us” or “We”). The Platform allows a user to create, test and deploy trading strategies.
RisksThe risks of using the Platform can be in the form of:
Technological Risksrelated to the Platform’s software, including programming errors and updates that may impact functionality.related to the computing and communications infrastructure, including system failures, maintenance interruptions, and software upgrades.related to the user’s computer system and Internet connectivity, which may fail or perform erratically.related to errors that may exist in the data used for testing the user’s strategy or the market model applied.related to services provided by third-party service providers including data providers, computational services providers and network connectivity providers.related to cyber-attacks and other criminal activities including malfunction or compromise of systems, misappropriation of intellectual property, theft of funds, and erratic behaviour in the trading strategies.related to failure in the deployment of the trading strategies due to failure of the infrastructure of the cloud-based service provided. The Company upon deployment of a strategy by a user books a computation slot for the user in the infrastructure of a third-party cloud service provider. However, the cloud-based computation slot of the user may fail due to numerous reasons including failure of the network or the infrastructure of the said third-party cloud service provider.related to operational and information security and related cyber security incidents. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber security attacks include but are not limited to, gaining unauthorized access to the Platform (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption.related to cyber-attacks which may be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make services unavailable to intended users). Cyber security incidents affecting the Platform and/or stockbrokers have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, including by interference with impediments to undertake transactions; violations of applicable privacy, data security, or other laws; regulatory fines and penalties; reputational damage; reimbursement or other compensation or remediation costs; legal fees; or additional compliance costs.Strategy-related Risksrelated to the failure of the strategies to function correctly and comply with applicable rules.related to trading strategies implemented in software programming code which can contain logical errors and bugs that may lead to strategy malfunctions or erroneous trade suggestions.related to the user’s failure to comprehensively test any trading strategy before deployment and inability to continually monitor its performance, ensuring it complies with relevant rules.related to the user’s incorrect understanding of technical indicators that may not work as expected or may contain logical errors in the interpretation of indicators and comparators.Deployment-related Risksrelated to differential return due to which the user may incur losses or fail to gain profit, on the strategy as compared to how it performed in various testing undertaken in a simulated environment.related to differential returns with different data sources.related to the use of the Platform along with third-party services or software causing malfunctions and unexpected outcomes.related to trading in general and those associated with the deployment of strategies using the Platform including the inability to terminate or edit strategies.related to variation in factors such as the impact of the strategy’s implementation on the market, real-life variables, execution costs, broker commissions, fees, trading slippage, flash crashes and exchange outages.related to challenges that were not present during testing undertaken in a simulated environment, including disallowed or rejected orders due to margin requirements, illiquid stocks, and other issues or adverse market conditions like lack of liquidity, abrupt price swings, late market openings, early closings, market chaos, and mid-day trading pauses.related to failure of infrastructure, connectivity and other factors including failure or rejection or incorrect execution of the orders which may or may not be caused due to the information provided by the user.related to latency within the users’ systems, stockbroker’s system, cloud-provider’s systems and the market resulting in undesirable order placements, cancellations, failures to place orders, or any other unexpected outcome.Third-party related Risksrelated to research reports or RA Algos issued by Research Analyst or other SEBI registered entities directly or on the Platform.related to a user’s decision to act upon the recommendations contained in such research reports, RA Algos or imported strategy.related to inaccurate or false certification provided by third parties.related to cyber-attacks and other criminal activities including malfunction or compromise of systems, misappropriation of intellectual property, theft of funds, and erratic behaviour in the working of third parties.related to the compliance of third parties with the terms of their registration and with applicable laws.The occurrence of any of these risks, alone or in combination with others, could result in the loss of all funds deposited in the brokerage account used for live trading based on the strategies created, tested and run by the user on the Platform. Losses can occur more rapidly in live trading while deploying strategies compared to other trading forms. It is essential to discuss the risks of trading, especially strategic / systematic trading with an investment professional. The user deploys any strategy in live trading at his / her / its own risk, and it is the user’s responsibility to thoroughly test and monitor the deployed strategy to ensure it complies with relevant rules.These risks highlight the complexities and uncertainties associated with live strategic / systematic trading and the importance of safeguarding trading strategies and brokerage accounts by the users from potential threats and disruptions.PRIVACY POLICY
The Company has implemented comprehensive measures to ensure the confidentiality and secure transmission of user information over the Internet. The Company shall not be held liable for any disclosure of confidential information in accordance with this Privacy Policy or as stipulated in any agreements with the user.To enhance security, the Company employs HTTPS protocol, which is a 256-bit encryption for transmitting information.While using the Platform, the user’s personal and potentially confidential information may be accessed by the Company.The user is encouraged to actively participate in ensuring the security of his / her / its information by selecting strong passwords and combining alphabets, numbers and special characters. The disclosure of passwords to third parties is strongly discouraged.The user is obliged not to divulge confidential information of the Company, or the Platform obtained during the use of the Platform. Failure to comply may lead to termination of services and the Company can initiate legal proceedings for actual or potential damages arising due to such failure of the user.The Company commits not to disclose the user’s information unless necessary for legal compliance, protection of rights and interests, enforcement of product or service terms, or acting in the interests of the Company or other stakeholders. Provided that in case any information of the user is disclosed to a third party, such third party shall be restricted from publishing the same unless empowered by law.The collection and use of user’s information by the Company are limited to what is necessary for service delivery. Other than the information required to provide services, the Company does not collect, receive, possess, store, deal, or handle any other information of the user.By registering for or using the Platform, the user acknowledges and accepts this Privacy Policy. Failure to agree to the statement prohibits the use of the Platform. The Company reserves the right to modify this Privacy Policy and continued use of the Platform indicates acceptance of any changes.By registering for the Platform, the user authorises the Company to send SMS and / or email alerts, with respect to login details and any other service requirements or relevant information for market research purposes, marketing communications, or any communication including any content of advertisements or other notifications.The use of the Platform is governed by various policies made publicly available by the Company. The Company retains proprietary rights over intellectual property and information on the Platform other than the strategies created by the user. While recognizing all copyrights associated with its products and services, the Company, due to the dynamic nature of the securities market, cannot guarantee the accuracy of the output all the time but shall strive to provide as accurate results as possible.The Platform is hosted on servers owned by third-party vendors. If the user is located inside or outside of India, their Personal Information, necessary for providing services on the Platform, will be transferred to the Company’s servers and stored in accordance with this policy and record retention norms of the Company. By submitting their Personal Information, the user consents to its transfer to India and its storage, processing and use in accordance with this Privacy Policy.The Platform may collect Aggregate Information about how users, both registered and unregistered, use the Platform. The said Aggregate Information cannot be tied back to specific users, accounts, or web browsers and is used for developing the functionality of the Platform and improving performance of the Platform for all the users of the Platform.The Company may utilize the Aggregate Information of the users for other purposes, such as data analysis, identifying usage trends, determining the effectiveness of promotional campaigns of the Company and to evaluate and improve services, products, marketing and experience offer by the Company.The user can configure his / her / its browser’s cookie preferences. However, refusing cookies might affect the Platform’s functionality, preventing the provision of requested services or information.The user may review the information provided by him / her / it to the Company and may seek amendment or review of the same if found to be inaccurate or deficient. It is clarified that the Company shall not be responsible for the authenticity or accuracy of the information provided by the user or any other person on behalf of the user.The user may voluntarily opt to receive real-time alerts over email and telegram at its own discretion and the Company neither forces nor mandates the same.The Company has placed adequate controls to ensure that data (in motion, at rest and in use) shall be isolated and inaccessible to any other tenants of third-party cloud servers. Further, the Company shall retain complete ownership of all its data, encryption keys, logs, etc. residing in third-party cloud servers.The Company stores the password of the user only in an encrypted format and the same cannot be decrypted by the Company.The Company does not store the strategy created by the user unless the same is saved by the user himself / herself / itself on the database. Further, the user can permanently delete the saved strategy anytime by using the ‘Delete’ option.The Company stores trade-wise results of the tests undertaken by a user in the simulated environment on its database for a period of 7 calendar days following which the same is permanently deleted automatically.The Company archives the performance meta-statistics such as time taken to run the test, number of legs in strategy, etc. of the tests undertaken by the user in the simulated environment after a period of 60 calendar days. The same is utilized by the Company for the sole purpose of analyzing the performance of the computer and network system of the Company and making necessary improvements / updates / upgrades.The Company stores strategies either deployed by the user for live trading or tests undertaken in the simulated environment for a period of 7 calendar days on its database (for error tracing) following which the same is permanently deleted automatically.The trades and message logs associated with a strategy either deployed by the user for live trading or tests undertaken in the simulated environment is visible to the user for a period of 30 calendar days, following which the same is archived as a compressed file on the database of the Company.The Company does not login details of the user with such stockbrokers in any form or manner and the user shall be required to manually login to the demat account held with a stockbroker if it intends to deploy the strategy for live trading.The API Key and setup information used by the user to access the stockbroker accounts through the Platform and for deployment of strategies for live trading is deleted permanently as soon as the user disconnects with the stockbroker.The access tokens are utilized by the Company to deploy the strategies created by the user itself and do not involve any human intervention at the level of the Company. The access tokens are utilized by the Company only during trading hours and are valid only for a limited period and are overwritten as soon as the user logs in to the demat account again.The Company does not have access to and does not store the payment credentials of the user which is used by the user to make payments towards services of the Company. Even in case the user opts to save their payment credentials with the payment gateway provider the same is not accessible with the Company.If the Company is acquired or goes out of business, users’ information may be acquired by a third party, which may continue to use it as outlined in this policy.The Company shall not store any information or data of the user longer than is required for the purpose of providing services of the Platform or is otherwise required under any law for the time being in force.The Company shall immediately inform the users in case of any data breach and in case of any grievance of the user with respect to the violation of privacy policy the user can file their grievance with [●] at [●].
