1. Introduction

• Billionbrains Garage Ventures Limited ("Company") is in the business of operating the online platform W by Groww. Welcome, and we are happy to have you with us! These Terms of Use ("Terms") mandate the terms on which customers including but not limited to investors, clients etc. ("You", "Your", "Yourself" or "User") may access, use or avail any part of our Services (defined hereinafter).
• The Company is incorporated under Indian laws, with its registered office at
  Vaishnavi Tech Park, South Tower, 4th Floor, Survey No. 16/1 and 17/2, Ambalipura Village, Varthur Hobli, Bellandur, Bangalore, Bangalore South, Karnataka, India, 560103.
• We have developed the Platform through which we or our affiliates, subsidiaries, or third parties offer the Services (defined below). The Platform is developed, owned, operated and maintained by the Company with the Services thereunder being provided by the affiliates, subsidiaries, or other third parties. Usage of the terms "us", "we" or "our" under these Terms should be construed as a reference to the Company, and its subsidiaries, affiliates, and relevant third parties, as the case may be.
• Before you use our Platform (defined below) or access our Services, we would like you to read these Terms carefully, as these Terms form a legally binding agreement between you and us. If you do not agree to any part of these Terms, you must stop using our Platform and Services immediately. These Terms are an electronic record in terms of the Information Technology Act, 2000, and rules made thereunder as may be applicable. The Terms are
  (i) published in accordance with the provisions of Rule 3(1)(a) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 and
  (ii) generated by a computer system and do not require any physical, electronic or digital signatures.
• By accessing our Platform or Services or clicking 'I Agree' or 'Submit', you are indicating your acceptance of these Terms. It means that you've read, understood, and agreed to be bound by these Terms, and to the Policies. The Policies (defined below) are incorporated into these Terms by reference.
• We reserve the right to modify or replace these Terms or update the Platform and the Services (defined below) from time to time. Your continued use of the Platform or Services (defined below) after any modifications indicates your acceptance of the modified Terms. So, we suggest that you re-visit this page regularly.
• You agree that you will use our Platform and Services (defined below) only in accordance with these Terms and Applicable Laws.
• Privacy Policy: Please read our Privacy Policy carefully for information relating to our collection, use and disclosure of your personal data.

2. Definitions

Unless otherwise expressly defined elsewhere in these Terms, the capitalized terms will have meanings indicated against them:

• "Account" means your account that you create to avail the Services.
• "Applicable Laws" means all applicable acts of legislature, rules, regulations, byelaws, ordinances, directions, guidelines, notifications, orders by court or tribunals, or orders by the government, in force in India.
• "Content" means any data, graphics, pictures, videos, logos, software, scripts, tables, or any other material displayed on the Platform.
• "KYC" means Know Your Customer process conducted in accordance with Applicable Law.
• "Platform" means the Website and the application, together with its content, features and/or upgrades through which the Services are offered to you.
• "Policies" means our (a) Privacy Policy, and (b) other rules, procedures, guidelines, or policies that are applicable on the use of Service which we may publish regularly on the Platform and are incorporated herein by reference.
• "Privacy Policy" means the policy which governs how we collect, use and manage your data.
• "SEBI" means the Securities and Exchange Board of India.
• "Services" means your access to the Platform, services we provide through the Platform to access features as described in detail under Clause 4(a) (Scope of Services), and any other related offerings or products provided by us.
• "Terms" means these terms of use which govern your use of our Platform and form a binding agreement between you and us.
• "Website" means w.groww.in and any other websites through which we offer our Services to you from time to time.

3. Eligibility

To be eligible to use our Platform and Services, you must: (a) be an Indian resident and above 18 years of age; (b) be competent to contract under Applicable Laws and be bound by these Terms; and (c) not be barred from accessing the Services under Applicable Laws. If you do not meet the eligibility criteria, you are not permitted to use the Services. Your continued use of the Services means that you represent to us that you are eligible to enter into a valid and binding agreement under Applicable Laws. If we modify the eligibility criteria for accessing the Services and you no longer comply with the new eligibility criteria, we reserve the right to prohibit you from using our Platform/Services.

4. Consent

• You agree and give us your consent to fetch your PAN number from the Credit Bureaus, based on your verified mobile number.
• You agree and give your consent to us to fetch your bank account details through penny drop or any other verifiable method based on your registered mobile number.
• You agree and give your consent to us to fetch your existing account and investment information across platforms, including W by Groww, for investment and facilitation and servicing.

5. Scope of Services

• Description of Services: The services on the platform are provided by a SEBI registered portfolio manager and other intermediaries. These services shall include but shall not be limited to tracking investments and portfolios, portfolio analysis, net worth monitoring etc. We shall at our sole discretion have the option to amend the nature and type of services provided on the Platform.
• To avail the Services, you must register yourself and create an account on the Platform by providing your email address or mobile number ("Account").
• To successfully create an account, we will need to conduct KYC checks, and you will be required to submit the relevant KYC documents along with other personal information. This may include, but is not limited to, personal details, email address, phone number, bank and mandate information, nomination details, income level, occupation, address, father's name, mother's name, country of origin, and tax status [insert details of personal information]. The personal information you provide will be governed by the terms of the Privacy Policy.
• Upon successful completion of your KYC, you may access the Services and the features through your dashboard on the Platform. You must provide accurate and correct information. We reserve the right to deny access to the Platform if the onboarding process is incomplete or not approved by us.
• You are solely responsible for all activities undertaken through your Account. We will assume that any actions performed through your Account are performed by you. If you wish to close or deactivate your Account, please contact us at [email protected].
• If you have an existing account with the Company or utilise any additional services provided by the Company or its subsidiaries, you hereby consent to us fetching your existing information for the provision of Services.

6. Subscription

• The Company reserves the right, at its sole and absolute discretion, to implement fees or subscription-based charge at any time. Users will be notified in advance of any such fees becoming applicable. Non-payment of such fees/charge at any point of time will result in the suspension/termination of the User’s access to Services.
• Additional charges may be applicable based on the Services that you opt for which charges shall be provided on the Platform.

7. Disclaimers

• We provide our Platform and Services on an "as is" and "as available" basis, without any kind of warranty, either express or implied. Without limiting the foregoing, we explicitly disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement, arising out of the use of the Platform. We do not guarantee that the Platform/Services will meet your requirements or be available on an uninterrupted, or error-free basis.
• Nothing on this Platform shall be considered a solicitation to buy or an offer to sell a security, or any other product or service, to any person in any jurisdiction where such solicitation, offer, purchase or sale would be unlawful under the laws of that jurisdiction.
• While we strive to ensure the accuracy and reliability of the information provided as part of the Services and through the Platform, we cannot guarantee its absolute accuracy, completeness or timeliness. The information available as part of our Services may be sourced from a third-parties and we will not be responsible for any errors, omissions or delays in this regard.
• The accuracy and completeness of the information provided by the User through the Platform is their sole responsibility. We will not be liable for any issues arising from inaccurate or incomplete information provided by the Users.
• We will not be liable for any loss that you may incur as a consequence of unauthorized use of your Account or Account information in connection with the Services either with or without your knowledge.
• You hereby acknowledge that the Company may engage other third-parties for the provision of the Services or a part thereof. You hereby understand and agree that the Company disclaims all responsibility and liability arising from any acts or omissions of such third party unless such liability is directly attributable to the Company.
• We do not associate with or conduct any competition (directly or indirectly) that involves distribution of money, prizes, gifts, medals etc.
• Any decisions that you make based on the information provided to you through the Platform and as part of the Services, is your own responsibility. We will not be held liable for any loss or detriment occurring from such a decision.
• You also understand that merely accessing our Platform or any of our social media pages or the content posted on it, will not amount to solicitation to buy or an offer to sell, or a recommendation for a security or any other investment scheme.
• You agree that in the event you provide any personal information about other individuals (for eg: information regarding a dependent, nominee etc.) on the Platform, you are responsible for obtaining their consent before sharing their details. We are not liable for any consequences resulting from your failure to obtain adequate consent.
• The Services offered on this Platform are governed by the laws of India. Users who access or use the Platform and the Services from outside India do so at their own risk and are responsible for complying with the local laws applicable in their jurisdiction. We do not guarantee that the Services or Platform will be appropriate or available for use in locations outside of India.

8. Availability of Services

• We will try to provide you with uninterrupted services. However, we cannot guarantee that the Platform will be available at all times. There may be situations during which the Platform, including any third-party services accessible as part of our Platform, may be unavailable due to factors beyond our reasonable control. We are not responsible or liable in any manner for any loss you may suffer due to such outages or Platform disruptions. We may also regularly conduct scheduled maintenance to effectively provide our Platform to you. Interruptions in the Platform caused by routine scheduled maintenance will not be considered downtime.
• Access to and use of the Platform is at your risk and the Company does not undertake any accountability for any irregularities, viruses, or damage to any computer that results from accessing, availing, or downloading of any information from the Platform.
• Updates to our Platform: We reserve the right to change/modify, suspend, or discontinue the Platform (including, without limitation, the availability of any feature, database, or information) at any time. We may also impose limits on certain features of the Platform or restrict your access to the Platform (partly or wholly) without notice or liability.

9. Your Responsibilities

• Duty to provide complete, truthful and accurate information: It is critical that all information you provide to us is true, complete, not misleading and is regularly updated by you. If all or any part of the information that you provide is incorrect, incomplete or misleading, it would be a breach of these Terms. If you discover any information provided is incorrect, incomplete or misleading, then please write to our Grievance Officer immediately. We will not be liable for any delay or failure in the provision of Services or making the Platform available to you, if it is a consequence of your act or omission.
• Duty to not engage in any illegal activities: You must not use our Platform or Services for any unlawful purpose.
• Duty to not use Services for commercial purpose: You must use our Platform or Services only as per these Terms or any other agreement executed between us.
• Duty to respect security of the Platform: You must not access non-public areas of the Platform and our technical delivery systems. You must not introduce bots or malicious software into our Platform, or scrape the Platform for information. You must refrain from probing, or testing vulnerabilities in our systems, authentication and security measures. We may report such actions to law enforcement authorities and pursue legal recourse.
• Further, you must not (directly or indirectly):
  (i) take any action that imposes or may impose an unreasonable or disproportionately large load on our (or our third party providers') infrastructure; or
  (ii) impair, damage, or disable our server or application;
  (iii) interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform;
  (iv) create any restriction on access to or availability of the Platform;
  (v) attempt to gain unauthorized access by way of hacking or any other means to our interface; or
  (vi) bypass any measures which we may use to prevent or restrict access to the Service.

10. User Content

• You may be allowed to write or upload content (collectively, "User Content") on the Platform strictly in accordance with the Terms.
• You represent and warrant that you own the User Content posted by you (if any), or that you otherwise have sufficient right, title and interest in and to such User Content to allow you to post such User Content on the Platform in accordance with these Terms.
• By displaying or publishing any User Content on or through the Platform, you hereby grant us a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, display, reproduce, adapt, modify (e.g., re-format), rearrange, and distribute your User Content through any media now known or developed in the future.
• Subject to Applicable Laws, this license will terminate at the time you remove your User Content from the Platform. However, for any User Content that we have sublicensed prior to your removal of such User Content from the Platform, the license will continue in perpetuity.
• If any User Content posted by you is found to be in violation of another person's intellectual property or any other rights in any manner, then you will be absolutely and solely liable for such violation and no liability will be incurred by us for the same.
• If we find that you misuse features, offers, or promotions offered through the Platform, we may suspend accounts, or restrict your usage of the Platform.

11. Prohibited Content

We reserve the right, in our sole and absolute discretion, to determine whether User Content is appropriate; and to remove any User Content, without notice to you, which we determine to be inappropriate. Without limiting the generality of the foregoing, the following is an inexhaustive list of the types of User Content that we deem to be inappropriate. Content that:

• belongs to another person and to which the user does not have any right;
• is defamatory or libellous;
• is obscene, pornographic, paedophilic, disrespectful, invasive of another's privacy, including bodily privacy, insulting or harassing on the basis of gender, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force;
• is harmful to a person below the age of 18 years;
• violates any Applicable Law;
• deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
• threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting to other nations;
• contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of our technical systems;
• is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person;
• contains any abusive, or explicit language;
• involves the transmission of unsolicited messages like 'junk mail', 'chain letters', 'spimming', or 'spamming';
• contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
• furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to violating someone's privacy;
• involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; and
• solicits passwords or personal identifying information for commercial or unlawful purposes from other users.

12. General Prohibitions

You agree and undertake that by using the Platform and Services you will not do any of the following:

• infringe anyone's rights, including rights of publicity, privacy, copyright, trademark or other intellectual property or contractual rights;
• impersonate any person or entity on the Platform;
• use the Platform to cause any kind of damage to us in any form or manner whatsoever;
• avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented to protect the Platform;
• be disrespectful or unkind while interacting or communicating with any of our representatives, including without limitation, our grievance officer; and
• attempt to decipher, decompile, disassemble or reverse engineer any part of the Platform;

If you do or attempt any such acts, we may terminate your use of the Platform. We may also report such actions to the appropriate law enforcement authorities and commence legal proceedings against you.

13. Third-party Liability

• To provide the Services to you, we will need to use third-party services. This is done to facilitate the Services we offer on our Platform and for other practical and functional purposes. Notwithstanding anything in these Terms, we are not liable or responsible in any manner whatsoever for any liability or action arising as a result of, or in relation to, the unavailability, inaccessibility, inefficiency in performance, or inaccuracy of results obtained from such third-party services.
• We may display various offers, products, incentives, or advertisements from third parties during the provision of our Services. This does not imply that we endorse such third parties' products or services, and we will have no liability to you concerning such products or services.

14. Intellectual Property Rights

• We grant you a non-exclusive, non-transferable, non-sublicensable right to use our Platform and Services solely for your own use. You must not duplicate, reproduce, distribute, create derivative works of, display, or commercially exploit the content of the Platform, Services or our other intellectual property rights or facilities, directly or indirectly, without our prior written permission.
• You grant us a non-exclusive, royalty-free, worldwide, sublicensable, transferable, license to use, copy store, modify, transmit and display your data to the extent necessary to perform our obligations under these Terms, including to provide the Services.
• Our Platform and all intellectual property rights contained therein, including but not limited to any content, are owned or licensed by us. Intellectual Property Rights mean rights such as: copyright, trademarks, trade secrets, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). Our intellectual property includes all logos related to the Services/Platform. In addition, all page headers, custom graphics, button icons, and scripts are our service marks, trademarks, and/or trade dress. You may not copy, imitate or use our intellectual property rights without our prior written consent.
• We reserve all of our rights in any intellectual property in connection with these Terms. This means, for example, that we remain owners of them and are free to use them as we see fit.
• Nothing in these Terms grants you any legal rights in the Platform or Services, other than as mentioned in these Terms. You agree not to adjust or try to circumvent or delete any notices contained on the Platform (including any intellectual property notices) or any digital rights or other security features embedded in the Platform.
• Any feedback, comments, suggestions, ideas (in any form) or any other information that you may provide for improvements to Services ("Feedback") is given entirely voluntarily. We will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as we see fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback you provide to us in response to any surveys we conduct, through any available technology, about your experience. We are free to create derivative works of such Feedback.

15. Indemnity

You agree to indemnify, defend, and hold harmless, us, our affiliates, agents, directors, employees, and officers, from and against any claims, costs, complaints, damages, expenses, losses, liabilities, including attorneys' fees, arising out of, or in relation to, or due to:

• your access or use of the Platform or the Services;
• your breach of the Terms;
• you providing the fraudulent, inaccurate or incomplete information to us;
• your improper, irresponsible, or illegal use of the Platform or the Services; and
• your breach of Applicable Law or third-party rights.

16. Limitation of Liability

• Except as required under Applicable Law, we, or our affiliates, agents, directors, employees, and officers, will have no liability to you for any harm arising out of your access or use of Services/Platform. To avoid doubt, we, or our affiliates, agents, directors, employees, and officers, will not be liable for consequential, direct, indirect, punitive, special damages, including lost business, goodwill, profits, or revenues, arising out of your access or use of the Services/Platform, in any manner.
• We cannot assure compliance with our Terms by third-party services, partners or other users. You assume the risk of harm resulting from non-compliance by other users or partners.
• If the above liability exclusion is held invalid for any reason, and, if we, or our affiliates, agents, directors, employees, and officers, become liable for a loss or damage, any such liability will be limited to INR 5,000, if any, to access the Services.

17. Termination

• These terms will remain effective until terminated by us or you. You may terminate these Terms by deleting your Account or you may terminate by sending us an email at [email protected]. We reserve the right to, at any time:
  (i) discontinue any feature of the Platform; and/or
  (ii) terminate these Terms and your use of the Platform with or without cause and/or
  (iii) suspend or terminate your Account, if we believe, in our sole and absolute discretion that you have infringed, breached, violated, abused or unethically manipulated or exploited these Terms or any part thereof. We may immediately remove your access to the Platform if your use of it is in contravention of these Terms.
• Post termination obligations: Upon termination of these Terms, subject to Applicable Laws, you must cease using the Platform and destroy or remove all information related to the Platform.
• The termination of Services and these Terms will not affect your or our accrued rights arising under these Terms.

18. Confidentiality

• For these Terms, "Confidential Information" means (a) any information regarding our business, Platform and Services, (b) information relating to our current, future, and proposed projects, (c) all data collected or generated in relation, or pursuant, to Services, and (d) such other information which by its nature or the circumstance of its disclosure is confidential.
• You agree that you may receive our Confidential Information in connection with the provision of the Services. You will not disclose to any third party our Confidential Information that you may have access to during and in connection with the use of the Services.
• You agree that monetary damages may not be a sufficient remedy for unauthorized disclosure of any Confidential Information and that we will be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper.
• You will notify us immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Clause 17 (Confidentiality). You will cooperate with us in every reasonable way to help regain possession of such Confidential Information and prevent its further unauthorized use.
• Upon termination of these Terms, we may instruct you to return or delete our Confidential Information. You must comply with our instructions and provide confirmation about return or deletion of our Confidential Information.
• The confidentiality obligations herein will not apply to information:
  (i) in the public domain without breach of these Terms.
  (ii) that you can establish by competent proof, was in your possession before receipt from us and was not acquired, directly or indirectly from us; or
  (iii) obtained from a third-party not under an obligation of confidentiality to us.
  
• The disclosure restriction does not apply to the extent that such disclosure is compelled under Applicable Laws or by any order of a court of competent jurisdiction or any regulatory authority. Provided that where practicable, you will provide us with prompt written notice of such disclosure demand.

19. Grievance Redressal

• You can contact our Grievance Officer at [email protected] for addressing any grievances relating to the functioning of our Platform or Services. This Grievance Officer will also serve as the designated Grievance Officer under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. We will endeavour to promptly redress any grievances or complaints that are received by us.
• To help us process your complaint efficiently, please include the following details when raising a grievance:
• Your full name and contact details (email address and registered mobile number).
• A summary of your complaint.
• We will not be responsible for addressing any grievances arising from the use of third-party services via our Services. For any grievances relating to third-party services, you must contact such third parties directly.

20. Governing Law and Jurisdiction

• Governing Law: These Terms will be governed by Indian law.
• Jurisdiction: Subject to the Clause 20 (Dispute Resolution), courts in Bangalore will have exclusive jurisdiction to adjudicate Disputes (defined below) under these Terms.

21. Dispute Resolution

Any disputes arising out of, or relating to the Terms, or Services (collectively, "Dispute") will be resolved through arbitration in accordance with the Arbitration and Conciliation Act, 1996. The seat of arbitration will be Bangalore. The arbitration proceedings will be held before a sole arbitrator, appointed by mutual consent of the parties. The language of the arbitral proceedings will be English. The arbitral award will be final and binding upon the parties. The arbitration proceedings will be confidential.

22. General Provisions

• Notification: We may notify you about relevant information pertaining to your use of the Services or promotional offerings by push notification on the Platform, SMS, call, WhatsApp, instant messaging services or email or through any other means that we may deem appropriate. You authorize us to reach out to you. You may opt out of some of these messages unless they are necessary for the delivery of Services, for compliance with Applicable Laws, or for information security. You may opt out of receiving promotional communication on your devices from us by writing to us at [email protected].
• No Waiver: Our failure to exercise any right or provision under these Terms will not be construed as a waiver of the right or provision. Waivers must be signed and written by us, to take effect.
• Modifications: We reserve the right to modify, suspend or discontinue your use of our Platform or Services without prior notice to you. You agree we will not be responsible to you for such modification, discontinuation or suspension.
• Force Majeure: We will not be liable for any breach of these Terms due to any force-majeure event such as act of god, power failures, failure in any communication systems, equipment breakdown, strikes, lock-downs, pandemics or any other cause beyond our control.
• Assignment: You will not assign or transfer any right or obligation that has accrued to you under these Terms. Any attempt by you to assign or transfer such rights and obligations, will be void. We may assign or transfer any right or obligations that accrue in our favour, at our sole discretion, without restriction.
• Amendment: We reserve the right to change, modify, add to, or remove any portions of these Terms at any time, subject to Applicable Law.
• Severability: If any provision of these Terms is held illegal or unenforceable, the remaining Terms will not be affected. A provision held to be illegal or unenforceable will be substituted by a provision of similar import reflecting the original intent of the parties, to the extent permissible under Applicable Law.
• Survival: The provisions concerning Intellectual Property, Indemnity, Limitation of Liability, Dispute Resolution, Governing Law and Jurisdiction, these General Provisions or any other terms that are deemed by their very nature to survive the termination of the Terms will survive the termination of the Terms.