PREAMBLE
These Terms of Use ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and [AlphaQuest Technovations Private Limited] ("Graviti", "Company", "we", "us", or "our"), a company incorporated under the Companies Act, 2013, having its registered office at WEWORK OBEROI COMMERZ II 20TH FLOOR CTS 95 HD-338 Goregaon East Mumbai Maharashtra India 400063, India (CIN: U62099MH2024PTC435645).
These Terms govern your access to and use of the electronic platforms, including the website accessible at [www.graviti.exchange], the mobile application, APIs, and any other interfaces or services (collectively, the "Platform") through which the Company provides its Services (as defined herein).
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM. By registering for an Account, accessing, or using the Platform or any of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, the Privacy Policy, the Exchange Rules, the Fee Schedule, and any other policies, guidelines, or documents published on the Platform from time to time (collectively, the "Agreement"). If you do not agree with any part of these Terms, you must not access or use the Platform or the Services.
IMPORTANT RISK WARNING: Trading in crypto futures and options involves substantial risk of loss and is not suitable for all investors. You may lose some or all of your deposited funds. The high degree of leverage that is often obtainable in derivatives trading can work against you as well as for you. You should carefully consider whether trading is appropriate for you in light of your financial condition, risk tolerance, and investment experience. You should not trade with funds you cannot afford to lose. Please refer to the Risk Disclosures (Section 20) for further information.
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms, unless the context requires otherwise, the following capitalised terms shall have the meanings ascribed to them below:
"Account" shall mean the trading account opened by a User on the Platform upon completion of the registration and KYC verification process, including any Sub-accounts created thereunder.
"Account Breach" shall mean any unauthorised access, compromise, or suspected compromise of your Account, credentials, 2FA, API keys, or any other security feature associated with your Account.
"Account Equity" shall mean the aggregate value of all assets, balances, unrealised cashflows, and margin held in your Account at any given time, as computed by the Platform.
"Applicable Laws" shall mean any laws, by-laws, statutes, rules, regulations, orders, ordinances, notifications, clearance, approval, directives, circulars, guidelines, policies, binding judgments, decrees, or other governmental requirements or restrictions or any similar form of decision or determination by, or any interpretation or administration of any of the foregoing by, a central, state, or local government, any political subdivision thereof, or any court, administrative or regulatory agency, department, instrumentality, body, or commission, other governmental, private, or self-regulatory authority or agency, or arbitrator, whether in effect as of the effective date or thereafter. This includes all applicable Indian statutes, enactments, regulations, rules, notifications, orders, guidelines, or directions.
"Associated Parties" shall have the meaning ascribed to it in Clause 20.1.
"Authorised Representative" shall mean any person that is authorised to access and use the Platform on behalf of a User.
"Bankruptcy Price" shall mean the price at which a User's Position Margin is fully exhausted, as calculated by the Liquidation Engine.
"Contract" shall have the meaning ascribed to it in the Exchange Rules and shall include Futures Contracts and Options Contracts listed on the Exchange.
"Cross Margin" shall mean the margin mode wherein liquidation is triggered only when the entire account balance has been used up, and unrealised profit from an open position can be used to support a loss-making position or to place new orders.
"Customer Record" shall have the meaning ascribed to it in Clause 3.
"Deposit" shall mean the transfer of INR funds from a User's Deposit Bank Account to Our Bank Account for the purpose of funding the User's Account on the Platform.
"Deposit Bank Account" shall mean the whitelisted bank account in a bank registered under the Banking Regulations Act, 1949, of the User, where the User can deposit INR in Our Bank Account to avail our Services.
"Digital Assets" shall mean digital assets such as cryptocurrency, virtual currency, digital currency, digital commodity, which are based on decentralized, peer-to-peer cryptographic distributed ledger technology platform where the value of the underlying asset is embedded or in which there is a contractual right of use, and includes without limitation digital tokens that are referenced or speculated on the Exchange from time to time.
"Exchange" shall mean the trading platform branded as "Graviti" where Products are traded by Users through the Platform.
"Exchange Rules" shall mean the trading rules, risk management policies, standard operating procedures, fee schedules, product specifications, and all operational documents published on the Platform and forming part of this Agreement.
"Fee Schedule" shall mean the schedule of fees, commissions, charges, and other costs applicable to the Services as published on the Platform from time to time.
"Force Majeure Event" shall have the meaning ascribed to it in Clause 21.
"FIU-IND" shall mean the Financial Intelligence Unit – India, established under the Prevention of Money Laundering Act, 2002.
"Futures Contract" shall mean a derivatives contract obligating the buyer and seller to transact at a predetermined price on a future date, settled in INR, as specified in the relevant product specifications.
"Initial Margin" shall mean the margin required to place a new order or open a position, as calculated by the Platform.
"Isolated Margin" shall mean the margin mode wherein an open position has access to only the margin assigned to that position, and consequently, an open position may go into liquidation if the position margin erodes, even if there is sufficient balance available in a User's Account.
"KYC" shall mean the Know Your Customer verification process as mandated under the Prevention of Money Laundering Act, 2002, the Prevention of Money Laundering (Maintenance of Records) Rules, 2005, and the FIU-IND AML/CFT Guidelines.
"Liquidation" shall mean the forced closure or reduction of a User's open Position(s) by the Liquidation Engine when the User's margin falls below the Maintenance Margin requirement.
"Liquidation Engine" shall mean the automated system operated by the Exchange that executes Liquidation actions on User Positions.
"Maintenance Margin" shall mean the margin required to keep a position open; if the trader is unable to meet the Maintenance Margin requirement, their positions are forcefully closed, i.e., go into liquidation.
"Maintenance Margin Ratio" or "MMR" shall mean the ratio of Maintenance Margin required to collateral available, expressed as a percentage.
"Mark Price" shall mean the fair value price of a Contract as determined by the Exchange's pricing methodology, used for margin calculations and Liquidation triggers.
"Options Contract" shall mean a derivatives contract giving the buyer the right, but not the obligation, to buy (Call) or sell (Put) an underlying asset at a predetermined price on or before a specified date, settled in INR.
"Order" shall mean an instruction submitted by a User to the Exchange to buy or sell a specified quantity of a Contract at a specified price or at the market price, including Limit Orders, Market Orders, Stop Orders, Bracket Orders, and any other order type supported by the Platform.
"Our Bank Account" shall mean the designated bank account(s) of the Company, maintained with a bank registered under the Banking Regulations Act, 1949, used for receiving Deposits and processing Withdrawals.
"Platform" shall collectively refer to the website, mobile application, APIs, and any other interfaces through which the Services are provided.
"PMLA" shall mean the Prevention of Money Laundering Act, 2002, as amended from time to time.
"PML Rules" shall mean the Prevention of Money Laundering (Maintenance of Records) Rules, 2005, as amended from time to time.
"Portfolio Margin" shall mean the margin mode wherein margin is computed by stress testing the portfolio in a range of simulated market conditions, and the margin requirement for the portfolio is set at a level that the portfolio remains sufficiently margined in all the stress test scenarios.
"Position" shall mean an open long or short holding in a Contract resulting from the execution of a Trade.
"Position Margin" shall mean the margin allocated to a specific Position in Isolated Margin mode.
"Products" shall mean all financial products, contracts, and instruments available for trading on the Exchange, including but not limited to Futures Contracts and Options Contracts.
"Related Account" or "Related Party" shall have the meaning ascribed to it in Clause 11.
"Restricted Jurisdiction" shall have the meaning ascribed to it in Clause 13.
"Services" shall mean all services provided by Graviti through the Platform, including but not limited to Account creation and management, trading of Products, deposit and withdrawal of funds, margin management, liquidation, settlement, risk management, API access, customer support, and any other services offered from time to time.
"Sub-account" shall mean an additional account created under the User's primary Account for the purpose of segregating trading activities, margin modes, or strategies.
"Trade" shall mean a transaction executed on the Exchange resulting from the matching of two opposing Orders.
"Virtual Digital Asset" or "VDA" shall have the same meaning as defined under Section 2(47A) of the Income Tax Act, 1961, as amended.
"Wallet Balance" shall mean the available INR balance in a User's Account that is not allocated as Position Margin or Order Margin.
"Withdrawal" shall mean the transfer of INR funds from a User's Account Equity to the User's Withdrawal Bank Account.
"Withdrawal Bank Account" shall mean the verified bank account designated by the User for receiving Withdrawals, which must be in the User's name and registered under the Banking Regulations Act, 1949.
1.2 Interpretation. In these Terms:
(a) References to "Clauses" are to clauses of these Terms;
(b) Headings are for convenience only and shall not affect interpretation;
(c) Words importing the singular include the plural and vice versa;
(d) References to any statute, regulation, or legislative provision include any modification or re-enactment thereof;
(e) "Including" means "including without limitation";
(f) References to "INR" or "₹" are to the Indian Rupee;
(g) References to "days" mean calendar days unless otherwise specified;
(h) In the event of any conflict between these Terms and the Exchange Rules, these Terms shall prevail unless expressly stated otherwise.
2. ELIGIBILITY
2.1 To access and use the Platform and Services, you must:
(a) Be a natural person of at least 18 years of age (or the age of legal majority in your jurisdiction, whichever is higher);
(b) Be a citizen and/or resident of India with a valid Indian address;
(c) Possess a valid Permanent Account Number (PAN) issued by the Income Tax Department of India;
(d) Possess a valid Aadhaar number issued by the Unique Identification Authority of India (UIDAI);
(e) Possess a bank account in your name with a bank registered under the Banking Regulations Act, 1949;
(f) Not be a person who has been identified as a terrorist or is a banned entity under any law in India or outside India;
(g) Not be an undischarged insolvent or a person against whom insolvency proceedings are pending;
(h) Not be a person whose Account has been previously terminated by us for breach of these Terms or Applicable Laws;
(i) Not be resident in or accessing the Platform from a Restricted Jurisdiction (as defined in Clause 13);
(j) Have the legal capacity to enter into a binding contract under the Indian Contract Act, 1872.
2.2 Institutional Users. If you are registering on behalf of a legal entity (company, LLP, partnership, trust, HUF, etc.), you represent and warrant that:
(a) The entity is duly organised, validly existing, and in good standing under Applicable Laws;
(b) You are duly authorised to bind the entity to these Terms;
(c) The entity has obtained all necessary corporate authorisations (including board resolutions) for opening the Account and trading on the Platform;
(d) You will provide all requested entity documentation, including Certificate of Incorporation/Registration, MOA/AOA, Ultimate Beneficial Owner (UBO) declarations, and authorised signatory details.
2.3 Suitability. Trading in crypto futures and options is complex and involves a high degree of risk. By accessing the Services, you represent that you have sufficient knowledge, experience, and financial resources to evaluate and bear the risks associated with trading such Products. We do not provide investment advice, and nothing on the Platform shall be construed as a recommendation or solicitation to trade.
2.4 Our Services and access to the Platform are only available in India.
3. ACCOUNT REGISTRATION AND KYC
3.1 Account Registration
(a) To use the Services, you must register for an Account by providing accurate and complete information as requested during the registration process.
(b) You may only open one (1) Account on the Platform, unless expressly permitted by us in writing. Multiple Accounts opened by the same person without authorisation may be closed, merged, or terminated at our sole discretion.
(c) You shall maintain the accuracy and completeness of all information provided in your Account and promptly update any changes.
(d) All information provided during registration and the ongoing use of the Platform, together with identity documents, verification data, financial information, and records of trading activity, shall constitute the "Customer Record".
3.2 KYC Verification
(a) India has made it compulsory for crypto exchanges to register with FIU-IND under the PMLA for AML compliance monitoring. They are required to maintain detailed data of all users, keep a record of their KYC, and file periodic reports on high-value transactions. Accordingly, you are required to complete the KYC verification process before accessing any trading Services on the Platform.
(b) The KYC verification process shall include, but not be limited to:
(i) PAN card verification;
(ii) Aadhaar verification (e-KYC or document upload);
(iii) Proof of address verification;
(iv) Live selfie / liveness detection;
(v) Bank account verification and linking;
(vi) Income and occupation details;
(vii) Politically Exposed Person (PEP) declaration;
(viii) Source of funds declaration (where applicable).
(c) We reserve the right to request additional documentation or information at any time for the purpose of conducting Customer Due Diligence (CDD) or Enhanced Due Diligence (EDD) as required under the PMLA, PML Rules, and FIU-IND Guidelines.
(d) We conduct Re-KYC periodically and reserve the right to restrict or suspend your Account until Re-KYC is completed.
(e) We do not open Accounts, allow access to our Platform, or provide our Services to Users who register anonymously or with fictitious or benami names. We shall not open Accounts for Users for whom we cannot complete the identity verification process due to non-cooperation or unreliability of documents furnished.
3.3 Account Security
(a) You are solely responsible for maintaining the security and confidentiality of your Account credentials, including your password, 2FA codes, API keys, and any other authentication mechanisms.
(b) You must enable Two-Factor Authentication (2FA) for your Account. Failure to do so may result in restricted access to certain Services.
(c) You must immediately notify us at [support@graviti.exchange] if you suspect or become aware of any Account Breach.
(d) We will not be liable for any loss or damage arising from your failure to protect your Account and/or any unauthorised access to and use of your Account (including access to and use of any of the Services), including, without limitation, in circumstances where you have provided notice to us under these Terms.
(e) You acknowledge that any activity conducted through your Account (whether authorised or not) shall be deemed to be your activity and you shall be solely responsible for such activity.
3.4 Authorised Representatives
(a) If you designate an Authorised Representative to operate your Account on your behalf, you shall be fully responsible for all acts, omissions, instructions, and Trades made by such Authorised Representative as if they were your own.
(b) We shall be entitled to rely on instructions from your Authorised Representative without independently verifying the authority, and we shall have no liability for following such instructions.
3.5 Sub-accounts
(a) We may permit the creation of Sub-accounts under your primary Account for the purpose of segregating trading activities, strategies, or margin modes.
(b) Sub-accounts are subject to the same Terms, Exchange Rules, and KYC requirements as the primary Account.
(c) Transfers between the primary Account and Sub-accounts may be subject to internal transfer policies and restrictions.
4. SERVICES
4.1 Subject to these Terms, we provide the following Services through the Platform:
(a) Trading Platform: An electronic exchange for the trading of crypto futures and options Products settled in INR;
(b) Order Matching: An automated order matching engine that matches buy and sell Orders submitted by Users;
(c) Margin Management: Systems for computing, allocating, and managing margin for open Positions and Orders across Isolated, Cross, and Portfolio Margin modes;
(d) Risk Management: Automated and manual risk management systems, including Liquidation, auto-deleveraging, and position size limits;
(e) Deposit and Withdrawal: Facilities for depositing INR into and withdrawing INR from your Account via bank transfer and/or UPI;
(f) Settlement: Daily and final settlement of Futures and Options Contracts in INR;
(g) API Access: Programmatic access to the Platform for the purpose of placing Orders, retrieving market data, and managing your Account, subject to API usage policies;
(h) Market Data: Real-time and historical market data, including order book depth, trade history, mark prices, and index prices;
(i) Customer Support: Assistance with Account management, trading queries, and issue resolution;
(j) Testnet / Paper Trading: A simulated trading environment for testing strategies without risking real funds (where available);
(k) Robo Strategies / Automated Trading: Pre-built or customisable automated trading strategies (where available);
(l) Any other services as we may introduce from time to time.
4.2 Nature of Services. You acknowledge and agree that:
(a) Graviti acts solely as a platform facilitating the trading of Products between Users. We do not act as a counterparty to your Trades except in the context of Liquidation Engine operations;
(b) We do not provide investment advice, portfolio management, or financial planning services. Nothing on the Platform constitutes a recommendation to trade or invest;
(c) We are not a bank, financial institution, or broker-dealer. Funds in your Account are not deposits and are not insured by any deposit insurance scheme;
(d) Users can only deposit and trade in INR, with no direct ownership or purchase of any crypto assets whatsoever. The Products traded on the Platform are derivative contracts whose value is derived from or referenced to Digital Assets;
(e) We are a reporting entity registered with FIU-IND and comply with all applicable AML/CFT obligations. We are registered with FIU – Govt of India and are fully compliant with Indian regulations.
4.3 Availability. We will use reasonable endeavours to ensure the Platform is available on a continuous basis. However, we do not guarantee uninterrupted or error-free access. The Platform may be unavailable from time to time due to maintenance, upgrades, system failures, or circumstances beyond our control.
4.4 Modification of Services. We reserve the right, at our sole and absolute discretion, to modify, suspend, discontinue, add, or remove any Service, feature, Product, or functionality of the Platform at any time, with or without notice.
5. PRODUCTS TRADED ON THE EXCHANGE
5.1 The Exchange offers the following categories of Products (subject to modification from time to time):
Product Category
Description
Perpetual Futures
Futures Contracts with no expiry date, settled in INR, with periodic funding rate adjustments
Dated Futures
Futures Contracts with a fixed expiry and settlement date
Call Options
Options Contracts giving the buyer the right to buy the underlying at the strike price
Put Options
Options Contracts giving the buyer the right to sell the underlying at the strike price
Spreads
Pre-defined spread strategies combining multiple legs
5.2 The specific terms, specifications, margin requirements, leverage limits, settlement procedures, and expiry details for each Product are set forth in the Product Specifications and Exchange Rules published on the Platform. Such specifications form part of these Terms.
5.3 We reserve the right to list or delist any Product, modify Product specifications, adjust leverage limits, or change margin requirements at any time. We will endeavour to provide reasonable notice before any material change, except in circumstances requiring urgent action (e.g., extreme market volatility, regulatory direction, or risk management necessity).
5.4 Settlement. All Products on the Platform are settled exclusively in Indian Rupees (INR). No Digital Asset is directly purchased, sold, transferred, or delivered by or through the Platform. Settlement is based on the settlement price determined as per the methodology specified in the Exchange Rules.
5.5 Underlying Assets. The Products may reference the price of various Digital Assets, including but not limited to Bitcoin (BTC), Ethereum (ETH), and other cryptocurrencies as listed on the Platform. The reference price or index used for pricing and settlement is determined by the Exchange and may be derived from external data sources, spot price indices, or proprietary methodologies.
6. DEVELOPMENT SERVICES (BETA FEATURES)
6.1 From time to time, we may launch certain features or Services as beta versions at the time of release (a "Development Service"). If you avail our Service, then you have provided your consent to participate in the beta testing of a Development Service. You acknowledge, agree, and understand that the Development Service may be unstable and may change from time to time. By accepting these Terms, you have undertaken all risk related to the Development Service and that we do not warrant the functionality of Development Services will meet your requirements or that the operation of Development Services will be uninterrupted or error-free.
6.2 We will not be liable for any loss or damage arising from your access to and use of the Development Service. We reserve the right, at any time and for any reason, to discontinue, redesign, modify, enhance, or change the Development Services.
6.3 Development Services may have separate or additional terms, which will be communicated to you before or at the time of launch.
7. ORDERS, TRADES, AND POSITIONS
7.1 Order Types
The Platform supports the following order types (subject to availability for specific Products):
(a) Limit Order: An order to buy or sell at a specified price or better;
(b) Market Order: An order to buy or sell at the best available market price;
(c) Stop Market Order: An order triggered when the Mark Price reaches a specified stop price, executing as a Market Order;
(d) Stop Limit Order: An order triggered when the Mark Price reaches a specified stop price, executing as a Limit Order;
(e) Trailing Stop Order: A stop order that adjusts dynamically with the market price;
(f) Bracket Order: A combined order with entry, target, and stop-loss levels;
(g) Basket Order: A multi-leg order to execute a predefined strategy simultaneously;
(h) Any other order types as may be introduced from time to time.
7.2 Order Execution
(a) Orders are matched and executed by the Exchange's automated matching engine on a price-time priority basis (or such other priority as specified in the Exchange Rules).
(b) An Order, once submitted, constitutes an irrevocable offer to buy or sell the specified Contract at the specified terms, subject to the Order remaining open and unmatched. You may cancel an unmatched Order before execution.
(c) We do not guarantee that any Order will be executed in full or in part. Execution depends on market liquidity, price conditions, risk limits, and other factors.
(d) You acknowledge that slippage may occur between the price at which an Order is placed and the price at which it is executed, particularly for Market Orders and during periods of high volatility.
(e) The matching engine operates on a best-effort basis. We are not liable for delays, errors, or non-execution of Orders resulting from system latency, congestion, outages, or other technical issues.
7.3 Trade Cancellation and Reversal
(a) Absent mutual consent of parties involved, we reserve the right to cancel or nullify trades in the event that: the trade resulted from an identifiable interruption or malfunction of execution, settlement, or communication system; the trade that we, in our sole discretion, believe to be fraudulent, manipulative, or disruptive to other Users or the Services; the trade satisfies the mis-trade criteria described in the Exchange SOP & Policies; the trade was executed using the profits from annulled trades; or the trade was executed by any Account that has been hacked by unauthorised users and we determine in good faith that cancellation of the trades shall be in the best interest of Users.
(b) We believe in our sole discretion that your Account or trading activities therein violate these Terms.
(c) Nothing in this Clause shall limit any rights we have under the Exchange Rules to reject or cancel any instruction/Order or close, reverse, off-set (including by entering into an opposite and equal Trade), liquidate, mitigate, deleverage, or settle any open Orders, Trades, or Positions.
7.4 Position Management
(a) You are solely responsible for monitoring and managing your open Positions, margin levels, and Account Equity.
(b) We provide margin alerts and Liquidation warnings as a courtesy. However, failure to receive or act upon such alerts does not relieve you of your obligation to maintain adequate margin.
(c) We reserve the right to impose position size limits, concentration limits, and other risk parameters on individual Accounts or on specific Products.
8. MARGIN, LEVERAGE, AND LIQUIDATION
8.1 Margin Modes
The Platform supports the following margin modes:
(a) Isolated Margin: Margin is explicitly assigned to each position and is not shared across positions. A position is specific to a particular contract, and for each contract, two margin sub-accounts are maintained: Position Margin (margin allocated to existing positions) and Order Margin (margin allocated to open orders).
(b) Cross Margin: In cross margin, the entire balance in an account is available to be utilised to keep positions/orders open and avoid liquidations. The margining system automatically allocates (i.e., adds or removes) margin as prices move. Therefore, liquidation is triggered only when the entire account balance has been used up. Cross margin also provides PNL offsetting, meaning that the unrealised profit from an open position can be used to support a loss-making position or to place new orders.
(c) Portfolio Margin: The combination of long and short positions in spread trades makes them much less risky than standalone long or short positions. This lowering of risk is taken into account in portfolio margin, unlike in the case of isolated or cross margin. Portfolio Margin requires a minimum account equity threshold as specified in the Exchange Rules.
8.2 Margin Mode Selection. Margin mode is an account level property. Therefore, for a given account/sub-account, you can select only one margin mode. You may change the margin mode subject to having no open Positions or as otherwise permitted by the Exchange Rules.
8.3 Initial Margin and Maintenance Margin
(a) You must maintain sufficient margin to meet the Initial Margin requirement to open Positions and the Maintenance Margin requirement to keep Positions open.
(b) The Initial Margin and Maintenance Margin requirements for any contract are increased as the position size increases. Increasing the margin requirement helps to ensure orderly liquidation of large positions and reduces the incidences of auto-deleveraging. Margin requirement remains flat till a certain position size (Position Threshold). Once position size crosses this threshold, margin requirement increases linearly with position size.
(c) We may periodically update the parameters used in the computation of margin or make changes to the margin methodology to better reflect market conditions. The Exchange will provide sufficient time for traders to manage their margined positions/orders in the event of such changes.
8.4 Leverage
(a) The maximum leverage available for each Product is specified in the Product Specifications and may vary by product, position size, and market conditions.
(b) We reserve the right to adjust maximum leverage limits at any time, including reducing leverage during periods of high volatility or pursuant to regulatory direction.
(c) You are solely responsible for selecting an appropriate leverage level. Higher leverage amplifies both potential profits and potential losses.
8.5 Liquidation
(a) Cross-margined accounts go into liquidation when Maintenance Margin Ratio (MMR) exceeds 100%. At this point, the trader does not have sufficient collateral to meet the maintenance margin requirement of open positions.
(b) A liquidation warning is triggered as soon as the IMR goes above 100% and is shown on the platform at the top in a ribbon. This may or may not result in an actual liquidation depending on changing UPNL of positions or margin addition or trader's management of their positions and orders.
(c) When Liquidation is triggered:
(i) You will not have access to your account while it is in liquidation. This means you will not be able to close your positions or cancel open orders or place new orders. Typically, the liquidation process should not take more than a few seconds. Once the liquidation process is complete, we will send you an email which will have full details of the action taken by the Liquidation Engine.
(d) For Portfolio Margin accounts, the Liquidation process is more complex: The Liquidation Engine attempts to reduce the risk and hence margin requirement of your portfolio through a combination of scaling down existing positions and acquiring new futures positions on your behalf.
(e) If your portfolio goes into liquidation, our Liquidation Engine may take a position in the perpetual contract of the underlying on your behalf. To make the portfolio delta neutral, the Liquidation Engine calculates the net delta of the entire portfolio and then takes an offsetting position in the perpetual contract of the same underlying.
(f) Since reducing the position size lowers the margin requirement, it is possible to liquidate part of a position and ensure that the remainder of the position has sufficient margin. Thus, Incremental Liquidation helps to avoid full liquidation of a trader's position.
(g) The Liquidation Engine always takes over a position at its bankruptcy price. The goal of the Liquidation Engine is to close positions it acquires at a price which is equal to or better than the acquisition price. To this end, as soon as the Liquidation Engine takes over a position, it places a limit order to close the position.
8.6 Auto-Deleveraging (ADL)
(a) In the event that the Liquidation Engine is unable to close a liquidated Position at a price better than the Bankruptcy Price, if the Mark Price breaches the limit price, then the Liquidation Engine cancels the limit order and triggers auto-deleveraging.
(b) Auto-deleveraging may result in the forced closure of profitable Positions held by other Users on the opposing side. The ADL ranking methodology is described in the Exchange Rules.
(c) You acknowledge that your Positions may be subject to auto-deleveraging and that we shall not be liable for any losses arising from ADL events.
8.7 Auto Margin Top-up
This behaviour can be modified through the use of Auto Margin Top-up. Auto Margin Top-up is a feature that enables traders to automatically add margin to open positions in order to avoid liquidation. If Auto Margin Top-up is enabled for a position, whenever the position is about to go into liquidation, Position Margin is replenished from your available Wallet Balance. You are responsible for ensuring sufficient Wallet Balance to support this feature.
8.8 Insurance Fund
(a) Graviti maintains an Insurance Fund that absorbs losses arising from Liquidations that are executed at a price worse than the Bankruptcy Price, thereby reducing the frequency of ADL events.
(b) Details of the Insurance Fund, including its balance and historical contributions, are published on the Platform.
(c) We reserve the right to modify the mechanics of the Insurance Fund at any time.
8.9 Acknowledgement
YOU ACKNOWLEDGE AND AGREE THAT LIQUIDATION AND AUTO-DELEVERAGING ARE AUTOMATED PROCESSES AND THAT WE SHALL HAVE NO LIABILITY FOR ANY LOSSES, COSTS, OR DAMAGES ARISING FROM LIQUIDATION, AUTO-DELEVERAGING, OR ANY MARGIN-RELATED EVENTS. YOU ACCEPT FULL RESPONSIBILITY FOR MONITORING YOUR POSITIONS AND MAINTAINING ADEQUATE MARGIN AT ALL TIMES.
9. DEPOSITS AND WITHDRAWALS
9.1 Deposits
(a) You may fund your Account by depositing INR from your registered and verified Deposit Bank Account to Our Bank Account via bank transfer (NEFT/RTGS/IMPS) or UPI.
(b) Deposits may only be made from a bank account that is in your name and has been verified and whitelisted as part of your KYC process.
(c) If you make any transfer to Our Bank Account through any bank account other than your Deposit Bank Account, then we shall, but not be obligated under law or equity to, credit such amount of money without any interest to such bank account within a period of 7 (seven) working days.
(d) We reserve the right to impose minimum and maximum deposit limits, which may be communicated on the Platform.
(e) Deposits are typically credited to your Account upon confirmation of receipt of funds in Our Bank Account, subject to processing times and compliance verification.
9.2 Withdrawals
(a) You may withdraw your available Deposit from your Account, only in INR, provided that (a) your withdrawal request exceeds the minimum withdrawal requirement as communicated on the Platform; and (b) your available margin balance remains sufficient to uphold your positions.
(b) We are not responsible, nor liable, for any fees that may apply to your withdrawal request or at the time of Withdrawal of Deposit from your Account.
(c) Withdrawals shall only be processed to a Withdrawal Bank Account that is in your name and has been verified as part of your KYC process.
(d) Withdrawal processing times are disclosed on the Platform. We reserve the right to process withdrawals in daily batches and to conduct manual review of withdrawal requests for compliance and security purposes.
(e) You agree that it is your responsibility entirely to provide us with correct withdrawal details including your Withdrawal Bank Account, and we have no liability should you not receive the Deposit withdrawn due to you providing incorrect or out-of-date details.
(f) We reserve the right to delay, suspend, or reject any Withdrawal request if:
(i) Your Account is under investigation for potential violation of these Terms, Applicable Laws, or suspicious activity;
(ii) We have received a directive from any regulatory body, court, or law enforcement agency to freeze or attach your funds;
(iii) Your Account has insufficient available balance (after deducting margin requirements, fees, and other obligations);
(iv) We reasonably believe the Withdrawal is associated with fraud, money laundering, or other prohibited activity;
(v) A Force Majeure Event has occurred.
(g) In situations where you wish to Withdraw and due to a Force Majeure Event or any other event you are not able to Withdraw the amount reflected as your Account Equity from your Account to your Withdrawal Bank Account, we will endeavour to dispense your Withdrawals to your alternate withdrawal bank account provided by you.
9.3 No Interest
Funds held in your Account shall not earn any interest. We are not obligated to pay interest on any Deposits, Account Equity, or other amounts held in your Account.
9.4 Segregation of Funds
We maintain User funds in designated bank accounts separate from the Company's own operational funds. However, User funds may be commingled in a single bank account with funds of other Users. We shall endeavour to maintain records that accurately reflect each User's Account Equity at all times.
10. FEES, CHARGES, AND TAXES
10.1 Trading Fees
(a) You shall pay trading fees on each Trade executed on the Exchange as per the prevailing Fee Schedule published on the Platform.
(b) Fees may include Maker Fees, Taker Fees, Settlement Fees, Liquidation Fees, and any other fees as specified in the Fee Schedule.
(c) Fees are automatically deducted from your Account Equity at the time of Trade execution or settlement.
(d) We reserve the right to modify the Fee Schedule at any time. Updated fee schedules will be published on the Platform and shall be effective from the date specified therein.
10.2 Funding Rate
For Perpetual Futures Contracts, a periodic funding rate may be charged or credited to Users holding open Positions. The funding rate mechanism, calculation methodology, and payment intervals are described in the Exchange Rules.
10.3 Other Charges
We may impose charges for specific services including but not limited to:
Withdrawal processing fees;
API rate-limit overage fees;
Account inactivity fees (if applicable);
Any other fees as disclosed on the Platform.
10.4 Taxes
(a) Tax Deducted at Source (TDS). 1% TDS on transfers over ₹50,000 (₹10,000 in some cases) shall be applicable on VDA transactions as mandated under Section 194S of the Income Tax Act, 1961. Where applicable, we shall deduct TDS and deposit it with the Income Tax Department on your behalf.
(b) Income Tax. India's crypto tax regime includes a 30% tax plus 4% cess on profits from crypto trading, mining, or staking, with no deductions. Losses cannot be offset or carried forward. You are solely responsible for computing, reporting, and paying all taxes due on your income from trading on the Platform.
(c) Goods and Services Tax (GST). GST at 18% on services such as trading fees, platform services, and other charges may be applicable and shall be charged as per Applicable Laws.
(d) We do not provide tax advice. You are solely responsible for understanding and fulfilling your tax obligations. We recommend that you consult a qualified tax advisor.
(e) We shall provide you with transaction histories, TDS certificates, and other relevant documents to assist with your tax compliance.
11. ACCOUNT SUSPENSION AND TERMINATION
11.1 Suspension by Us
(a) You acknowledge and agree that, once an Account or Related Account is opened, we have the right, at our sole discretion, to immediately suspend your Account/Related Account, Deposit, and revoke privileges to trade Products in all such accounts, and/or suspend your access to the Platform, until a determination has been made, if we suspect that an Account Breach has occurred.
(b) We may suspend your Account, in whole or in part, without prior notice if:
(i) We suspect or detect any violation of these Terms, the Exchange Rules, or Applicable Laws;
(ii) We suspect or detect any fraud, market manipulation, wash trading, spoofing, layering, or other prohibited activity;
(iii) We receive a direction, order, or request from any regulatory body, court, tribunal, or law enforcement agency;
(iv) Your KYC or Re-KYC is incomplete, expired, or under review;
(v) We suspect money laundering, terrorist financing, sanctions evasion, or other financial crime;
(vi) Your Account triggers our internal compliance or risk management alerts;
(vii) We determine, in our sole discretion, that suspension is necessary to protect you, other Users, or the integrity of the Platform.
11.2 Termination by Us
(a) Subject to the conditions specified, we reserve our rights to terminate your Account and all Accounts beneficially owned by you and any members of your household or for which you are a representative or authorised signatory and, in the case of entities, any affiliates (each, a "Related Account" or "Related Party"), or terminate our Services at any time and without stating reasons. Unless we are required otherwise by Applicable Law or a judicial order, we shall provide you with a notice period of 7 (seven) days before your Account or Related Account is terminated.
(b) We may terminate your Account immediately without notice if:
(i) You are in material breach of these Terms;
(ii) You have engaged in Prohibited Activities (Clause 12);
(iii) A regulatory body, court, or law enforcement agency directs us to do so;
(iv) You are accessing the Platform from a Restricted Jurisdiction;
(v) We are unable to verify your identity or the legitimacy of your funds;
(vi) Continued provision of Services to you would expose us to legal, regulatory, or reputational risk.
11.3 Termination by You
(a) You are entitled to terminate the Services with us by sending an email to the address provided in Clause 27. You may close any of your Accounts at any time.
(b) Prior to the closure of your Account, you are required to either cancel or complete all open Orders or terminate all open Positions and, in accordance with the provisions of these Terms, provide transfer instructions of where to transfer any Account Equity, which shall be inclusive of your Deposit and your unrealised cashflows that we have in our possession remaining in your Account.
(c) For the avoidance of doubt, all unrealised cashflows as on the date of termination of our Services or closure of your Account shall be deemed to be settled at the prevailing Mark Price at the time of Account closure.
11.4 Consequences of Termination
(a) Upon termination, your access to the Platform and Services will be revoked.
(b) Any outstanding obligations (including fees, taxes, and liabilities incurred prior to termination) shall survive termination.
(c) We shall return any remaining Account Equity to your Withdrawal Bank Account, less any outstanding fees, charges, taxes, or amounts owed to us, within a reasonable time following closure.
(d) We shall retain your Customer Record for the period required under Applicable Laws (including a minimum of 5 years post-closure under the PMLA).
(e) Clauses that by their nature should survive termination shall survive, including but not limited to: Indemnification, Limitation of Liability, Dispute Resolution, Intellectual Property, and Data Retention.
12. PROHIBITED ACTIVITIES
12.1 You shall not, directly or indirectly, in connection with your use of the Platform or Services:
(a) Violate any Applicable Laws, rules, or regulations;
(b) Engage in or facilitate money laundering, terrorist financing, proliferation financing, sanctions evasion, or other financial crime;
(c) Use the Services for any unlawful purpose or in furtherance of any illegal activity;
(d) Engage in market manipulation, including but not limited to wash trading, spoofing, layering, front-running, cornering, or pump-and-dump schemes;
(e) Trade on the basis of material non-public information;
(f) Provide false, misleading, or inaccurate information to us, including during KYC or in connection with your Account;
(g) Open or operate multiple Accounts without our written authorisation;
(h) Allow any third party to access or use your Account without proper authorisation;
(i) Use the Platform for transactions that are benami, fictitious, or for the benefit of any person who is not the registered Account holder;
(j) Attempt to gain unauthorised access to the Platform, other User Accounts, or our systems, including through hacking, social engineering, brute force, or other means;
(k) Introduce any virus, malware, worm, trojan, or other malicious code into the Platform;
(l) Engage in any activity that disrupts, interferes with, or impairs the operation, security, or integrity of the Platform, including DDoS attacks or deliberate overloading of systems;
(m) Reverse-engineer, decompile, disassemble, or attempt to extract the source code of any software used in the Platform;
(n) Scrape, data-mine, or harvest data from the Platform except through authorised APIs and within published rate limits;
(o) Use the Platform to circumvent any trade, position, or withdrawal restrictions imposed on your Account;
(p) Engage in self-trading (placing Orders that match with your own Orders or Orders from your Related Accounts) except where expressly permitted by the Exchange Rules;
(q) Engage in activities that create an artificial price or manipulate the Mark Price, Index Price, funding rate, or settlement price of any Product;
(r) Use bots, scripts, or automated tools to exploit system vulnerabilities, latency, or pricing errors;
(s) Facilitate the use of the Platform by any person who is not eligible under Clause 2 or who resides in a Restricted Jurisdiction;
(t) Engage in any other activity that we, in our sole discretion, deem to be harmful to other Users, the Platform, or our reputation.
12.2 We reserve the right to investigate and take appropriate action, including but not limited to Account suspension, Account termination, forfeiture of Account Equity, trade reversal, and reporting to law enforcement or regulatory authorities, if we determine or suspect that you have engaged in any Prohibited Activity.
13. RESTRICTED JURISDICTIONS
13.1 Our Services and access to the Platform are only available in India. You shall not access or use the Platform or Services from any jurisdiction where such access or use is prohibited, restricted, or requires licensing or registration that we do not hold (each, a "Restricted Jurisdiction").
13.2 Without limiting the foregoing, you shall not access or use the Platform or Services if you are a citizen, resident, or located in: the United States of America, the United Kingdom, Canada, Cuba, Iran, North Korea, Syria, Crimea, Donetsk, Luhansk, or any other jurisdiction sanctioned by the United Nations, the Office of Foreign Assets Control (OFAC), or the Government of India, or any jurisdiction we determine from time to time to be a Restricted Jurisdiction.
13.3 We have the right to implement relevant controls to restrict access to the Services/Platform for persons residing in Restricted Jurisdictions. If you are a resident of or are operating from a Restricted Jurisdiction, we have the right to terminate your Account with immediate effect, without us being liable for any damages or any form of liability this might entail, and you shall indemnify us against any costs, damages, liabilities, claims, demands, suits, or proceedings made or brought against us for any usage of the Platform/Services from a Restricted Jurisdiction.
13.4 We have the right to implement or impose (or vary) any restrictions and limitations on access to and use of the Services in our sole and absolute discretion, including (but not limited to) transaction volumes, risk limits, rate limits, and account limits.
14. INTELLECTUAL PROPERTY
14.1 Ownership. All intellectual property rights in and to the Platform, including but not limited to the software, code, algorithms, matching engine, risk engine, Liquidation Engine, user interface, designs, logos, trademarks, trade names, domain names, patents, trade secrets, know-how, data compilations, exchange rules, documentation, and all content published on the Platform (collectively, "IP Assets"), are and shall remain the exclusive property of Graviti or its licensors.
14.2 Limited Licence. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Platform solely for the purpose of availing the Services for your own account.
14.3 Restrictions. You shall not:
(a) Copy, modify, reproduce, distribute, or create derivative works of any IP Asset;
(b) Use our trademarks, logos, or trade names without our prior written consent;
(c) Frame, mirror, or embed any part of the Platform on any other website or application;
(d) Use any IP Asset for commercial purposes unrelated to the Services;
(e) Sublicence, transfer, or assign your rights under the limited licence to any third party.
14.4 User Content. By submitting any content, feedback, suggestions, or materials to us, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive licence to use, reproduce, modify, adapt, publish, distribute, and display such content for any purpose related to the Platform and Services.
14.5 DMCA / Takedown. If you believe any content on the Platform infringes your intellectual property rights, please contact us at [legal@graviti.exchange] with details of the alleged infringement.
15. THIRD-PARTY SERVICES AND LINKS
15.1 The Platform may integrate with, display content from, or link to third-party services, websites, or applications, including but not limited to payment gateways, data providers, analytics tools, and news feeds.
15.2 Third-party services are governed by their own terms and privacy policies. We do not endorse, control, or assume responsibility for the content, accuracy, legality, or availability of any third-party services.
15.3 Your use of third-party services is at your own risk. We shall not be liable for any loss or damage arising from your use of or reliance on any third-party services.
16. REPRESENTATIONS AND WARRANTIES
16.1 By registering for an Account and using the Platform, you represent and warrant that:
(a) All information provided by you is true, accurate, complete, and not misleading;
(b) You meet all eligibility criteria set out in Clause 2;
(c) You are acting on your own behalf and not on behalf of any other person or entity, unless you are an Authorised Representative with proper authority;
(d) Your use of the Platform and Services does not violate any Applicable Law, regulation, or order applicable to you;
(e) You are not a person identified on any sanctions list maintained by the United Nations, OFAC, European Union, Government of India, or any other relevant authority;
(f) You are not a Politically Exposed Person (PEP), or if you are, you have disclosed this during the KYC process;
(g) The funds deposited by you are from legitimate and lawful sources and do not represent the proceeds of crime, money laundering, terrorist financing, or any other illegal activity;
(h) You have the necessary knowledge, experience, and sophistication to understand the risks of trading crypto derivatives, including the possibility of losing your entire Deposit;
(i) Your decision to trade is based on your own judgment and risk assessment, and you have not relied on any representation, recommendation, or advice from Graviti;
(j) You will comply with all Applicable Laws regarding tax reporting, payment, and filing obligations arising from your use of the Services;
(k) You will promptly provide any additional information, documentation, or declarations as we may request from time to time;
(l) You acknowledge that cryptocurrencies in India are legal for investment and trading, but they are not legal tender.
17. RISK DISCLOSURES
17.1 General Risk Warning. Trading in crypto futures and options involves a high degree of risk and may not be suitable for all investors. You should carefully consider your investment objectives, level of experience, and risk appetite before deciding to trade. You could sustain a loss of some or all of your initial investment.
17.2 Specific Risks. Without limiting the generality of the foregoing, you acknowledge and accept the following risks:
(a) Market Risk. Any cryptocurrency may decrease in value or lose all of its value due to various factors including discovery of wrongful conduct, market manipulation, changes to currency properties or perceived value, threats, suspension or cessation of support for a cryptocurrency, and other factors outside our control. Digital Asset prices are highly volatile and unpredictable.
(b) Leverage Risk. In cryptocurrency high leverage, trading is risky since they can liquidate your funds. Leverage amplifies both gains and losses. You may lose more than your initial margin.
(c) Liquidation Risk. Your Positions may be liquidated automatically if your margin falls below the Maintenance Margin requirement. You may lose your entire Position Margin or Account Balance.
(d) Auto-Deleveraging Risk. Your profitable Positions may be forcefully closed through auto-deleveraging if the Liquidation Engine cannot fill liquidated Positions at acceptable prices.
(e) Liquidity Risk. Market liquidity may vary significantly, and you may be unable to open, close, or modify Positions at desired prices, particularly during periods of extreme volatility or low volume.
(f) Technology Risk. The Platform relies on complex technology systems, including the matching engine, risk engine, and Liquidation Engine. System failures, latency, software bugs, cyberattacks, or other technical issues may cause delays, interruptions, or errors that could result in losses.
(g) Cybersecurity Risk. Despite our security measures, the Platform may be subject to cyberattacks, hacking, phishing, or other security threats that could compromise your Account or funds.
(h) Regulatory Risk. Currently, there is no comprehensive regulatory framework for cryptocurrency trading in India. The regulatory environment for Digital Assets and crypto derivatives in India is evolving and uncertain. Changes in laws, regulations, or government policies may adversely affect the availability, legality, or terms of the Services.
(i) Counterparty Risk. While the Exchange uses automated settlement, there is inherent risk in the counterparty system, including the risk that the Insurance Fund may be insufficient to cover all losses from liquidated Positions.
(j) Operational Risk. Crypto products and NFTs are unregulated and can be highly risky. There may be no regulatory recourse for any loss from such transactions.
(k) Tax Risk. No deductions other than the cost of acquisition are permissible, and losses cannot be offset against gains. Tax treatment of crypto derivatives is subject to change and may differ based on individual circumstances.
(l) No Investor Protection. Your funds on the Platform are not deposits with a bank and are not covered by any deposit insurance or investor protection scheme in India. In the event of our insolvency, you may lose some or all of your funds.
(m) Exchange Custody Risk. Perhaps the most profound aspect is the recognition that crypto exchanges hold users' assets in a fiduciary capacity. The finding that crypto exchanges hold VDAs in trust and owe a fiduciary duty towards owners of such assets would have sweeping implications. Notwithstanding, while we hold user funds in trust, there is inherent risk in any custodial arrangement.
18. DISCLAIMER OF WARRANTIES
18.1 THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
18.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
(a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
(b) WARRANTIES THAT THE PLATFORM WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
(c) WARRANTIES THAT THE RESULTS OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE, OR COMPLETE;
(d) WARRANTIES THAT ANY DEFECTS IN THE PLATFORM WILL BE CORRECTED;
(e) WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR TIMELINESS OF MARKET DATA, PRICES, INDEX VALUES, OR OTHER INFORMATION DISPLAYED ON THE PLATFORM.
18.3 WE DO NOT WARRANT THAT THE PLATFORM OR ITS SERVERS ARE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS.
18.4 We will not be liable for any losses suffered by you resulting from any modification of any Services or from any suspension or termination of your access to all or a portion of any Services. If and when Services resume, you acknowledge that cryptocurrency and cryptocurrency derivative valuations and exchange rates may differ significantly from the valuations and rates prior to such event.
19. LIMITATION OF LIABILITY
19.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GRAVITI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AFFILIATES, SUBSIDIARIES, OR SERVICE PROVIDERS (COLLECTIVELY, "ASSOCIATED PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR:
(a) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES;
(b) ANY LOSS ARISING FROM:
(i) YOUR USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES;
(ii) ANY UNAUTHORISED ACCESS TO OR USE OF YOUR ACCOUNT;
(iii) ANY TRADE, ORDER, POSITION, LIQUIDATION, OR ADL EVENT;
(iv) ANY INTERRUPTION, SUSPENSION, DELAY, OR MODIFICATION OF THE PLATFORM OR SERVICES;
(v) ANY SYSTEM FAILURE, ERROR, BUG, OR SECURITY BREACH;
(vi) ANY ACT OR OMISSION OF ANY THIRD PARTY, INCLUDING PAYMENT PROCESSORS, BANKING PARTNERS, DATA PROVIDERS, OR OTHER SERVICE PROVIDERS;
(vii) ANY CHANGE IN APPLICABLE LAWS, REGULATIONS, OR GOVERNMENT POLICIES;
(viii) ANY FORCE MAJEURE EVENT;
(ix) FLUCTUATIONS IN DIGITAL ASSET PRICES OR MARKET CONDITIONS;
(x) ANY ACTION TAKEN BY US IN COMPLIANCE WITH APPLICABLE LAWS, REGULATORY DIRECTIONS, OR COURT ORDERS.
19.2 IN ANY EVENT, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PLATFORM, OR THE SERVICES SHALL NOT EXCEED THE LESSER OF:
(a) THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
(b) INR 5,00,000 (RUPEES FIVE LAKH ONLY).
19.3 THE LIMITATIONS IN THIS CLAUSE 19 SHALL APPLY WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19.4 NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
20. INDEMNIFICATION
20.1 You agree to indemnify, defend, and hold harmless Graviti and its Associated Parties (defined as directors, officers, employees, agents, contractors, affiliates, subsidiaries, and service providers) from and against any and all claims, demands, lawsuits, actions, proceedings, investigations, liabilities, damages, losses, costs, or expenses (including reasonable attorney's fees and legal costs) arising out of, relating to, or in connection with:
(a) Your access to and use of the Platform and Services;
(b) Your breach of these Terms, the Exchange Rules, or any Applicable Laws;
(c) Your Trades, Orders, Positions, and any trading activity on your Account;
(d) Your violation of any rights of any third party;
(e) Your provision of false, misleading, or inaccurate information;
(f) Your failure to comply with KYC/AML/CFT requirements;
(g) Your failure to report or pay taxes on your trading activities;
(h) Your access to or use of the Platform from a Restricted Jurisdiction;
(i) Any claim by a third party arising from actions taken by your Authorised Representative;
(j) Your representations and warranties set out herein, including but not limited to our reliance on your representations regarding withdrawal details and bank account information.
20.2 We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of such claims.
21. FORCE MAJEURE
21.1 We shall not be liable for any delay, failure, or interruption in the performance of our obligations under these Terms to the extent that such delay, failure, or interruption results from a "Force Majeure Event", which shall mean any event or circumstance beyond our reasonable control, including but not limited to:
(a) Acts of God, natural disasters, pandemics, epidemics;
(b) War, armed conflict, terrorism, civil unrest, riots, strikes, lockouts;
(c) Government actions, regulations, sanctions, embargoes, or prohibitions;
(d) Changes in Applicable Laws, regulations, or regulatory direction that materially affect the Services;
(e) Failures or disruptions of internet infrastructure, telecommunications networks, power grids, or cloud computing services;
(f) Cyberattacks, DDoS attacks, hacking, or other security breaches affecting the Platform or its infrastructure;
(g) Failures of third-party service providers, including banking partners, payment processors, and data providers;
(h) Exchange-wide system failures, matching engine outages, or unforeseen technical defects;
(i) Extreme market events, including flash crashes, circuit breakers, or coordinated market manipulation;
(j) Any other event beyond our reasonable control.
21.2 We shall use reasonable endeavours to mitigate the effects of a Force Majeure Event and resume normal Services as soon as practicable.
21.3 If a Force Majeure Event continues for more than 90 (ninety) consecutive days, we may terminate the affected Services upon notice to you.
22. DISPUTE RESOLUTION AND ARBITRATION
22.1 Informal Resolution
Before initiating any formal dispute resolution proceedings, you agree to first contact us at [legal@graviti.exchange] and attempt to resolve the dispute informally within 30 (thirty) days from the date of the notice of dispute.
22.2 Arbitration
(a) If the dispute cannot be resolved informally, any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, or the Services, including any question regarding the existence, validity, interpretation, breach, or termination thereof, shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended).
(b) Seat of Arbitration: The seat (legal place) of arbitration shall be New Delhi, India.
(c) Number of Arbitrators: The arbitration shall be conducted by a sole arbitrator mutually agreed upon by the parties. If the parties fail to agree on an arbitrator within 30 days of the arbitration notice, the appointment shall be made in accordance with the provisions of the Arbitration and Conciliation Act, 1996.
(d) Language: The arbitration proceedings shall be conducted in English.
(e) Confidentiality: The arbitration proceedings, including the existence of the arbitration, all submissions, evidence, and the arbitral award, shall be kept confidential by both parties except as required by Applicable Law or for enforcement of the award.
(f) Costs: Each party shall bear its own costs and legal fees, unless the arbitral tribunal determines otherwise.
(g) Binding Award: The arbitral award shall be final and binding on both parties and enforceable in any court of competent jurisdiction.
22.3 Class Action Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION.
22.4 Limitation Period
Any claim or cause of action arising out of or related to these Terms, the Platform, or the Services must be filed within one (1) year from the date the cause of action accrued, failing which such claim shall be permanently barred.
22.5 Interim Relief
Nothing in this Clause 22 shall prevent either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration proceedings, in accordance with Section 9 of the Arbitration and Conciliation Act, 1996.
23. GOVERNING LAW AND JURISDICTION
23.1 These Terms shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of laws principles.
23.2 Subject to Clause 22 (Arbitration), the courts located in New Delhi, India shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms.
23.3 You irrevocably submit to the jurisdiction of the courts of New Delhi, India, and waive any objection to the exercise of such jurisdiction based on inconvenient forum or otherwise.
24. PRIVACY AND DATA PROTECTION
24.1 Your use of the Platform is subject to our Privacy Policy, which is incorporated herein by reference and forms an integral part of these Terms.
24.2 By using the Platform, you consent to the collection, use, processing, storage, disclosure, and transfer of your personal data as described in our Privacy Policy, in compliance with the Digital Personal Data Protection Act, 2023, the DPDP Rules, 2025, the Information Technology Act, 2000, and all other Applicable Laws.
24.3 Exchanges are required to share user data with tax authorities. By using the Platform, you consent to our sharing of your data with the Income Tax Department, FIU-IND, and other regulatory authorities as required under Applicable Laws.
24.4 We may collect and process your personal data for the purpose of AML/CFT compliance, including conducting sanctions screening, filing Suspicious Transaction Reports (STRs) and Cash Transaction Reports (CTRs) with FIU-IND, and responding to information requests from law enforcement.
25. COMMUNICATION AND NOTICES
25.1 By registering on the Platform, you consent to receive communications from us via email, SMS, push notifications, in-app notifications, and/or through the Platform, including but not limited to:
Transactional communications (trade confirmations, margin alerts, Liquidation notices);
Account-related communications (KYC reminders, security alerts, account updates);
Regulatory and compliance communications;
Marketing and promotional communications (with your consent, subject to opt-out).
25.2 All notices required or permitted under these Terms shall be in writing and shall be deemed given when:
(a) Sent to your registered email address;
(b) Published on the Platform;
(c) Sent via push or in-app notification.
25.3 You must maintain a valid email address and mobile number in your Account at all times. Failure to receive communications due to invalid or outdated contact information shall not relieve you of any obligation under these Terms.
25.4 Any notice from you to us must be sent to the email address specified in Clause 27.
26. GENERAL PROVISIONS
26.1 Entire Agreement
These Terms, together with the Privacy Policy, Exchange Rules, Fee Schedule, Risk Disclosures, and any other policies published on the Platform, constitute the entire agreement between you and Graviti and supersede all prior agreements, understandings, or representations relating to the subject matter hereof.
26.2 Amendment
We may amend these Terms from time to time at our sole and absolute discretion without prior notice to you. However, for material changes, we will endeavour to notify you via email or a prominent notice on the Platform. Your continued use of the Platform after any amendment constitutes your acceptance of the amended Terms.
26.3 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect.
26.4 Waiver
No failure or delay by us in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise thereof.
26.5 Assignment
(a) You may not assign, transfer, or delegate your rights or obligations under these Terms without our prior written consent.
(b) We may assign, transfer, or delegate our rights and obligations under these Terms to any affiliate, successor entity, or in connection with a merger, acquisition, or sale of assets, upon notice to you.
26.6 No Third-Party Rights
These Terms do not confer any rights on any person or entity other than the parties hereto (and their permitted successors and assigns).
26.7 Relationship
Nothing in these Terms shall create or be deemed to create a partnership, agency, joint venture, or employer-employee relationship between you and Graviti.
26.8 Survival
Clauses 1, 10, 11.4, 12, 14, 16, 17, 18, 19, 20, 21, 22, 23, 24, and 26 shall survive the termination or expiry of these Terms.
26.9 Language
These Terms are drafted in English. In the event of any conflict between the English version and any translated version, the English version shall prevail.
26.10 Electronic Records
These Terms are an electronic record within the meaning of the Information Technology Act, 2000, and the rules thereunder. This electronic record is generated by a computer system and does not require any physical or digital signature.
26.11 Headings
Headings are for convenience of reference only and shall not affect the interpretation of these Terms.
27. GRIEVANCE OFFICER AND CONTACT INFORMATION
27.1 Grievance Officer
In accordance with the Information Technology Act, 2000, the DPDP Act, 2023, and the Consumer Protection Act, 2019, we have appointed the following Grievance Officer:
Designation -Grievance Officer & Data Protection Officer
Email - compliance@graviti.exchange
Working Hours - Monday to Friday, 10:00 AM – 6:00 PM IST
The Grievance Officer shall acknowledge your grievance within 48 hours and resolve it within 30 days from the date of receipt.
27.2 Compliance Officer (PMLA)
Designation - Principal Officer (PMLA)
Email - po@graviti.exchange
27.3 General Contact
Customer Support
28. REGULATORY REGISTRATIONS
Registration
Details
Financial Intelligence Unit – India (FIU-IND)
Reporting Entity Registration: [●]
Companies Act, 2013
CIN: [●]
GST Registration
GSTIN: [●]
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