Nuvama Wealth and Investment Limited (Formerly Edelweiss Broking Limited) API

Terms of Service

Thank you for using Nuvama Wealth and Investment Ltd. (“Company”) Application
Programming Interface and associated software (collectively, "API"). This API Terms
is an agreement you must accept in order to use the API (as described below). By
accessing or using our API, you are agreeing to the terms set out herein below. If there
is a conflict between these terms and additional terms applicable to an associated
software, the additional terms will control for that conflict. Collectively, we refer to
the terms below, any additional terms, terms within the accompanying API
documentation, and any applicable policies and guidelines as the "Terms" You agree
to comply with the Terms and that the Terms that control and govern your relationship
with us. Please read all the Terms carefully. If you use the API as an interface to, or
in conjunction with other Company products or services, then the terms for those other
products or services also apply.

The Company is a company incorporated under the provisions of the Companies Act,
1956, having its registered office at 2nd Floor, Office No. 201 to 203, Zodiac Plaza,
Xavier College Road, Off C G Road, Ahmedabad, Gujarat - 380009 and corporate
office at Edelweiss House, Off CST Road, Kalina, Mumbai - 400098.Tel:
18001023335/022-42722200/022-40094279. We may refer to "Company" as "we",
"our", or "us" in the Terms.

You and Company may hereinafter wherever the context so requires be individually
referred to as “Party” and collectively as “Parties”.

Section 1: Account and Registration

a. Acceptance

In order to access and use the API, you have to write/ accept. “I agree” in the box
Only after accepting the Terms in the aforesaid manner, you can continue to proceed
ahead and register with the Company in order to access and use the API. Only upon
writing / accept “I agree”, you will be granted access to the API and upon being
granted such access, you will gain access to Company portal and Company will also
send an email to your registered email ID containing all the Terms governing the
contractual relationship between the Parties for use and access of the API by you
and also your consent to the Terms as an acknowledgment of your acceptance to the
Terms and consequent creation of a valid legal contract between the Parties with
respect to the subject matter hereof.

b. Accepting the Terms

You may not use the API and may not accept the Terms if (a) you are not
of legal age to form a binding contract with the Company or otherwise
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incompetent to contract under applicable laws of India, or (b) you are a person
barred from using or receiving the API under the applicable laws of India or
other countries including the country in which you are resident or from which
you use the API. or you are otherwise disqualified/debarred from entering
into/executing any financial transaction by an order of any statutory or
regulatory authority including RBI, SEBI or by an order of a court of
competent jurisdiction of India or any other country.

c. Registration

In order to access API, you may be required to provide certain information

(such as identification or contact details) as part of the registration process
for the API, or as part of your continued use of the API. Any registration
information you give to the Company should always be true, correct,
accurate, complete and up to date and you hereby undertake to inform us
promptly, of any updates/changes in the information provided by you to us.
In case any of the information provided by you is found to be false, untrue,
misleading or misrepresenting you shall be held liable for it and we shall
have a right to initiate appropriate legal or other action against you. You
hereby indemnify and hold harmless the Company and its officers, directors,
employees, from and against any and all liabilities, claims, demands, actions,
or any other loss, cost or expense of whatsoever nature that may occur to the
Company and/or its group companies, subsidiaries and associated companies
and its officers, directors, employees, representatives, agents, and assigns as a
result of any incorrect/false information furnished by you.

d. Subsidiaries and Affiliates

The Company has subsidiaries and affiliated legal entities. These companies
may provide the API to you on behalf of the Company and the Terms will also
govern your relationship with these companies.

Section 2: Using Our API and the Risks Associated

(a) User

You may not use the API or any other technology in a manner that accesses or
uses any information beyond what the Company allows under this Terms; that
changes the Company service; that breaks or circumvents any of the Company
technical, administrative, process or security measures; that disrupts or
degrades the performance of the API; or that tests the vulnerability of the
Company’s systems or networks. You are aware that you will be using the API
only for the purpose of _placing orders / trades, monitoring those orders /
trades and viewing your limits, holdings, positions and reports / statements.
and you will be using it only yourselves for the specified purpose (“Authorised
User”/ “End User”).

(b) Compliance with Law, Third Party Rights, and Other Company Terms of
Service
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You will comply with all applicable law, regulation, and third-party rights
(including without limitation laws regarding the import or export of data or
software, privacy, and local laws). You will not use the API to encourage or
promote illegal activity or violation of third- party rights. You will not violate
any other terms of service with the Company (or its affiliates).

(c) Permitted Access

You will only access (or attempt to access) the API by the means described
in the documentation of that API. If the Company assigns you credentials (e.g.
client IDs), you must use them with the applicable API.

(d) Algo Trading

You will not be able to do Algo Trading being a retail client. We will only
allow a max 4 orders / second. If you violate this limit, we will block your
account temporarily for 30mins or for such period of time as we may in our
sole and absolute discretion deem fit. If this is repeated multiple times, then
we shall permanently block your account without option for refund.

(e) API Limitations

The Company sets and enforces limits on your use of the API, in its sole
discretion. You agree to, and will not attempt to circumvent, such limitations
documented with each API.

(f) Impersonation

In the event you log in with a particular account and attempt to pass trades
with a different account code, the system will reject such orders. In case of
violation of this rule, your account shall be temporarily blocked for 30mins or
for such period of time as we may in our sole and absolute discretion deem fit
and in the event if this is repeated multiple times then we shall permanently
block your account and you shall not be entitled to any refund.

(g) Streaming Feed Delays

You hereby agree and acknowledge that there may be delays or issues in
streaming due to network, hardware or software issues. We do not guarantee
that the streaming will be continuous and without any interruptions. You
hereby agree that any such delay or an interruption shall not cause a breach
of our obligation.

(h) Order Execution Delays

You hereby agree and acknowledge that there may be delays in execution of
orders due to network issues or any defect/error/issue in the OMS/RMS
hardware or software or there may be a delay directly from the Exchange.
You hereby agree that any such delay or an interruption shall not cause a
breach of our obligation and you herby fully indemnify us and hold us
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harmless at all times of any loss, damage, direct or indirect that may be caused
to you as a result of happening of any such event as set out in this clause.

(i) Failure of execution of orders

You hereby agree and acknowledge that there may be failure in execution of
orders due to incorrect parameters, software, hardware or network errors. You
hereby agree that any such failure of execution of orders or an interruption
shall not cause a breach of our obligation and you herby fully indemnify us
and hold us harmless at all times of any loss, damage, direct or indirect that
may be caused to you as a result of happening of any such event as set out in
this clause.

(j) Usage Risk

You hereby agree and acknowledge that a mistake in order parameters can
result into wrong execution of orders which may be as a result of you providing
single or multiple incorrect parameters which passes through API or
alternatively it could also be due to incorrect data consumed before order
placement. Further, you also agree that there could be software issues in certain
cases whereby the API functionality does not behave as expected resulting in
wrong orders getting executed. You are aware of this risk and that this can
only be solved on case to case basis and is a risk that exists on all our platforms
and agree that the Company shall not be responsible or liable in any manner
whatsoever as a result of the happening of such an event. You hereby forever
release and discharge the Company, its affiliates, and their employees, agents
and representatives from all responsibility and liabilities of any kind
whatsoever for any loss or liability that you may incur as a result of happening
of the events as set out in this clause.

(k) Servicing Risks

You hereby agree and acknowledge that there may be delays in servicing
issues in case of technical challenges faced by the Company and the Company
shall not be responsible or liable for any losses occurring to you as a result of
any delay by the Company in servicing issues.

(l) Infrastructure Risk

You hereby agree and acknowledge that in API based trading systems, there is
a possibility of the entire system going down due to load, power outage,
network issues. Order execution may also go into queues in case of too many
requests at one time. In case of too many people executing API based orders,
there is a possibility of our order queue getting filled up resulting in orders
getting stuck. You are aware of these risks and have decided appropriately to
use the API for your requirement. The Company shall not be responsible or
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liable for any losses occurring to you as a result of happening of any of the
events as above mentioned.

(m) Risk Management

You hereby agree and acknowledge that the risk rules applicable to you may
be different from those of any regular client. This shall depend on the risk team
of the Company resulting into a more stringent limit or a margin requirement.

(n) Communication with the Company

We may send you certain communications in connection with your use of the
API. These communications may include but not limited to system downtime
messages, usage updates, mandatory API version updates. Please ensure to
read all such emails/communications to ensure continued services and use and
access to API.

(o) Feedback

If you provide feedback or suggestions about our API, then we (and those we
allow) may use such information without obligation to you.

(p) Non-Exclusivity
The Terms (this arrangement) are non-exclusive. You acknowledge that the
Company may provide other entities/persons the right to use and access the
API.

Section 3: API Monitoring

a. API Monitoring

YOU AGREE THAT THE COMPANY MAY MONITOR USE OF THE API TO
ENSURE QUALITY, IMPROVE COMPANY PRODUCTS AND SERVICES,
AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring
may include the Company’s monitoring of your API access and use of API, for
example to identify security issues that could affect the Company or its users. You
will not interfere with this monitoring. The Company may use any technical means
to overcome such interference. The Company may suspend access to the API
without notice if we reasonably believe that you are in violation of the Terms.

Section 4: Prohibitions and Confidentiality

a. API Prohibitions
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When using the API, you shall not:

1. Sublicense the API for use by a third party. Consequently, you will not create
functions substantially the same as the API and offer it for use by third parties.

2. Perform an action with the intent of introducing to the Company products and
services any viruses, worms, defects, trojan horses, malware, or any items of
a destructive nature.

3. Defame, abuse, harass, stalk, or threaten others.

4. Interfere with or disrupt the API or the servers or networks providing the API.

5. Promote or facilitate unlawful online gambling or disruptive commercial

messages or advertisements.

6. Reverse engineer or attempt to extract the source code from any API or any
related software.

7. Use the API for any activities where the use or failure of the API could lead to
death, personal injury, or environmental damage (such as the operation of
nuclear facilities, air traffic control, or life support systems).

8. Use the API to process or store any data that would violate any law rule or
regulation.

9. Remove, obscure, or alter any Company’s terms of service or any links to or

notices of those terms.

b. Confidential Matters

1. Credentials (such as passwords, keys, and client IDs) are intended to be used
by only you. You will keep your credentials confidential and secure.

2. Our communications to you and our API may contain Company confidential
information. Company confidential information includes any materials,
communications, and information whether or not marked confidential and that
would normally be considered confidential under the circumstances shared in
any form, format or medium (“Confidential Information”). If you receive any
such Confidential Information, then you will not disclose it to any third party
without Company's prior written consent. Company Confidential Information
does not include information (a)that you independently develop as proven by
written records, (b)that was rightfully given to you by a third party without
confidentiality obligation, or (c) that becomes public through no fault of your
own. You may disclose Company Confidential Information when compelled
to do so by applicable law or pursuant to any legal process or by order of a
court of competent jurisdiction or a statutory/governmental/regulatory
authority if you provide us reasonable
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prior written notice of such disclosure, unless prohibited by law to do so. In

case of breach of confidentiality obligations set out in this Section, you
acknowledge that damages may not be an adequate remedy and we shall have
the right to seek injunctive relief, which relief shall not exclude any other
recourse provided by law or these Terms. Confidentiality obligations set out
in this Section shall survive the termination of these Terms.

3. We will use our best endeavours to protect your data from any unauthorised
access and shall not share with third parties except that we shall share your
data including but not limited to information such as your order details, fund
transfer confirmations, positions, limits, holdings with our affiliates, group
companies, agents, service providers as may be required to do so in fulfilling
our obligations. Such sharing of your data by us shall be pursuant to your
explicit consent/permission provided/granted by you (by accepting the
relevant pop-up notification) at the time when you login for the first time to
use and access the API.

Section 5: Content

a. Content Accessible Through our API

Our API may contain some third -party content such as text, images, videos, audio,
or software. This content is the sole responsibility of the person/third party that
makes it available. We may sometimes review the said content to determine whether
it is illegal or violates our policies or the Terms, and we may remove or refuse to
display content. Finally, content accessible through our API may be subject to
intellectual property rights, and, if so, you may not use it unless you are licensed to
do so by the owner of that content or are otherwise permitted by applicable law.
Your access to the content provided by the API may be restricted, limited, or filtered
in accordance with applicable law, regulation, and policy.

b. Submission of Content

Our API allows the submission of content. The Company does not acquire any
ownership of any intellectual property rights in the content that you submit to our
API except as expressly provided in the Terms. For the sole purpose of enabling the
Company to provide, secure, and improve the API (and the related service(s)) and
only in accordance with the applicable Company privacy policies, you give the
Company a perpetual, irrevocable, worldwide, sub-licensable, royalty-free, and non-
exclusive license to Use content submitted, posted, or displayed to or from the API.
"Use" means use, host, store, modify, communicate, and publish. Before you submit
content to our API, you will ensure that you have the necessary rights to grant us the
license.

Section 6: Intellectual Property Rights

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(a) The Company owns all rights title and interest in the API. “Intellectual Property” of
the Company shall mean all patents, trademarks, slogans, logos, fluid marks, designs,
copyrights permits, service marks, brands, trade names, trade secrets, trade dress,
proprietary information and knowledge, technology, computer programs, databases,
copyrights, licenses, franchises, formulae, designs, rights of Confidential
Information and all other intellectual property falling within the ambit of the
Intellectual Property laws of India. The marks representing the Intellectual Property
rights of the Company including trademarks, copyrights, designs, shall at all times
vest in the Company. You shall not use the trade name and / or trade logo of the
Company for any purpose whatsoever.

(b) Promotional and Marketing Use

In the course of promoting, marketing, or demonstrating the API you are using and
the associated Company products, the Company may produce and distribute
incidental depictions, including screenshots, video, or other content and may use
your name. You grant us all necessary rights for the above purposes.

Section 7: Termination

a. Term and Termination

The API key provided to you shall be a valid for a period of 30 days from the day it
has been provided to you. Upon the expiry of 30 days, you will need to renew your
subscription and make the payment as may be directed by the Company. If you do not
renew your subscription, you will not be able to access the API. You may stop using
our APIs at any time with or without notice. The Company reserves the right to
terminate the Terms with you or discontinue the API or any portion or feature or your
access thereto for any reason and at any time without liability or any other obligation
whatsoever to you. The Company shall use best efforts to provide intimation to you
of the same. The Company reserves the right to forthwith terminate with or without
notice these Terms if:

i. In the event the you commit a breach of the provisions of these Terms.

ii. If you cease to be able to pay your debts as and when they become
due or any insolvency proceedings are initiated against you, or
proceedings are initiated for the liquidation, winding up or dissolution
or if a resolution for voluntary winding up is passed by against you or
if you make an assignment in favour of all or any of your creditors or
if any step is taken to appoint a receiver, manager, liquidator,
administrator or other similar person of the whole or any part of your
business/assets.
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iii. if the continuation of these Terms would cause the Company to be in

breach of any applicable law or regulation or direction of a competent
regulatory/governmental/judicial authority.

b. Surviving Provisions

When the Terms come to an end, those provisions of the Terms that by their nature
are intended to survive and continue indefinitely will continue to apply.

Section 8: Liability for our API

a. WARRANTIES

EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, COMPANY DOES NOT

MAKE ANY SPECIFIC PROMISES ABOUT THE API. FOR EXAMPLE, WE
DON'T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED
THROUGH THE API, THE SPECIFIC FUNCTIONS OF THE API, OR THEIR
RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE
PROVIDE THE API "AS IS".

EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT

PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL WARRANTIES,
GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS
INCLUDING WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

b. LIMITATION OF LIABILITY

WHEN PERMITTED BY APPLICABLE LAW, THE COMPANY, WILL NOT BE

RESPONSIBLE OR LIABLE FOR LOST PROFITS, REVENUES, OR DATA;
FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL,
EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL

LIABILITY OF THE COMPANY, FOR ANY CLAIM UNDER THE TERMS, IS
LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE API
(DURING THE SIX MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING
RISE TO THE LIABILITY).

c. Indemnification

You will defend and indemnify and hold harmless the Company, and its affiliates,
directors, officers, employees, against all liabilities, damages, losses, direct or
indirect, costs, fees (including legal fees), and expenses relating to any allegation or
third-party legal proceeding to the extent arising from or in any way related to your
use of the API including:
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1. your misuse of the API;

2. your violation of the Terms; or

3. any content or data routed into or used with the API by you

4. Any loss (direct or indirect) occurring to you as a result of the events as set
out in Section 2.

Section 9: General Provisions

a. Modification

We may modify the Terms or any portion thereof at our sole and absolute discretion.
You should look at the Terms regularly. We'll post notice of modifications to the
Terms within the documentation of each applicable API, to this website
https://nuvamawealth.com/api-connect/. Changes will become effective after the
expiry 30 days after they are posted unless otherwise specified. Changes addressing
new functions for the API or changes made for legal reasons will be effective
immediately. If you do not agree to the modified Terms for the API, you should
discontinue your use of the API. Your continued use of the API constitutes your
acceptance of the modified Terms.

b. Indian Law

The API was developed solely at private expense and are commercial computer
software and related documentation within the meaning of the applicable Indian Laws
viz. Information Technology Act and the rules made there under.

c. General Legal Terms

(i) We each agree to contract in the English language. The Parties acknowledge that
they are independent contractors and are not entitled to and shall not, without the
approval of the other Party, incur any liability on behalf of the other Party or in any
way pledge the credit of the other Party, or enter into or accept any contract binding
upon the other Party. The Terms do not create any third-party beneficiary rights or
any agency, partnership, employer-employee relationship or joint venture between
you and us.

(ii) Nothing in the Terms will limit either Party's ability to seek injunctive relief.

(iii) We are not liable for failure or delay in performance to the extent caused by
circumstances beyond our reasonable control such as fire, flood, earthquake, elements
of nature or acts of God, acts of state, strikes, acts of war, terrorism, riots, civil
disorders, rebellions, governmental action, diseases of an infectious nature or
pandemic. If such circumstances cause material deficiencies in the services and
continue for more than 30(thirty) days, we may at our sole discretion terminate this
arrangement upon notice to you.
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(iv) If you do not comply with the Terms, and the Company does not take action right
away, this does not mean that the Company is giving up any rights that it may have
(such as taking action in the future). If it turns out that a particular provision or
provisions in these Terms is not enforceable or is illegal or invalid this will not affect
the validity of any other provisions of the Terms.

(v) These Terms are the entire agreement between you and the Company relating to
its subject and supersede any prior or contemporaneous agreements between you and
us whether oral or written on the subject matter hereof.

(vi). You may contact us at:

Email:

helpdesk@nuvama.com

Phone: 1800 102 3335

(vii) The headings to the Sections of this Terms are for ease of reference only and
shall not affect the interpretation or construction of the Terms. The expression ‘in
writing’ includes communication by letter and email.

(viii) The Parties agree that any dispute arising out of or in connection with this
Agreement shall in the first instance be resolved amicably, in good faith by
negotiations through their designated representatives, within 45 (forty-five) days
(“Dispute Resolution Period”) of such dispute being brought to the notice of the
Parties. All disputes or differences, arising out of or in connection with this Agreement
which have not been resolved within the Dispute Resolution Period shall be referred
for arbitration in accordance with the Arbitration and Conciliation Act, 1996 or any
statutory amendment, enactment or re-enactment thereof. The arbitral tribunal shall
be composed of a sole arbitrator to be appointed by Nuvama. The arbitration
proceedings shall be held in Mumbai and the venue and seat of arbitration shall be at
Mumbai and the same shall be conducted in the English language. The Courts in
Mumbai alone shall have jurisdiction over such arbitration proceedings. The award of
the Arbitrator shall be final, conclusive and binding upon the Parties hereto. Such an
award shall be filed in any competent Court in Mumbai. Each Party will bear the
expenses/costs for the arbitration proceedings. Nothing shall preclude Nuvama from
seeking interim or permanent equitable or injunctive relief, or both, from any court
having jurisdiction to grant the same. The pursuit of equitable or injunctive relief shall
not be a waiver of the duty of Nuvama to pursue any remedy for all claims through
the arbitration described in this Section.

(ix) The laws of India will govern these Terms and apply to any and all matters
including any disputes arising out of or related to the Terms or the API and (ii) all
claims/disputes arising out of or relating to the Terms or the API will be subject to
jurisdiction of courts in Mumbai alone.
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