This document is an electronic record in terms of the amended Information Technology Act, 2000 and rules and regulations made thereunder. This electronic record is generated by a computer system and does not require any physical or digital signatures. This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 that require publishing the Terms for access or usage of “Website” (https://tallileo.com), (hereinafter referred to as “Platform”).

1. introduction on the scope of this terms and conditions

• tallileo is a digital financial facilitation service provided by deriva Technologies Pvt. Ltd. company registered under the Companies Act having registered office at 33/51 Pratap Nagar, RHB, Sanganer, Jaipur – 302033, Rajasthan, India (hereinafter referred to as the “Company”, which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns).

• The Company has developed and solely owns a mobile personal finance software application called“tallileo” (“App”, which expression shall include future releases of the application). tallileo is a one-stop solution for all personal finance needs for users in India, by providing services (“Company Services”) which are not limited to - assisting the users by tracking their financial data, helping them save for future needs, enabling the users to share their transactions with friends and family and in future even help the users to make investments through the app and any other such features related to personal finance and investments. (Subject to approval by the Board of Directors of the Company).

• The terms and conditions subject to which Company Services are provided to the Users (as defined below) are mentioned herein and the use of Company Service by Users is subject to this Users’ acceptance of the following terms and conditions (as may be amended from time to time) (“Agreement”/ “Terms of Use”).

• As a User (as defined below), You may apply to open a Registered Account (hereinafter referred as “Membership Account” / “tallileo Account”) and avail “Company Services” by: (a) Downloading the application and providing User details in the prescribed format as provided in the Application and (b) by accepting and subscribing this Terms of Use by clicking on “I Agree” button at the end of this Terms of Use (below). Your acceptance of these terms and conditions shall be unconditional and without any limitation or qualification.

• PLEASE CAREFULLY READ THESE TERMS OF USE. BY PROVIDING YOUR CONSENT AND/OR USING THIS PLATFORM YOU INDICATE YOUR UNDERSTANDING AND ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS OF USE YOU MAY NOT USE THIS PLATFORM/APPLICATION.

• You understand, agree and acknowledge that Your setting up of the Registered Account, use of Company Services, use of this App, Website, and/or Company Services including all information, tools, and services available from this Platform to You is conditioned upon Your acceptance of all terms, conditions, policies, and notices stated here, the terms whereof are subject to change at any time, without prior notice to You. Any new features or tools which are added to the current Platform shall also be subject to this Terms of Use. To ensure that You are aware of the changes, please review this Terms of Use and all the documents referred to hereunder periodically.

2. definition and interpretation

• In this Terms of Use, unless the contrary intention appears and/or the context otherwise requires, capitalized terms defined by: (i) inclusion in quotations and/ or parenthesis have the meanings so ascribed; and (ii) the following terms shall have the meanings assigned to them herein below:

• “Applicable Law” includes all applicable Indian statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, board, any implementing regulation or interpretation issued thereunder including any successor Applicable Law;

• “User” or “You” or “Your”; shall mean any natural or legal person who has access to and is using the Platform for the purpose of opening a Membership Account in accordance with the terms of this Terms of Use, including but not limited to such users who have not created a Membership Account and are accessing the Platform without such a Membership Account; and

• “Company Rules” shall mean policies issued by the Company with respect to its strategic business partners, retail partners, distributors, Consumers including but not limited to the policy on the code of conduct and other management policies as issued on the Website, Platform and/ or otherwise and amended from time to time;

• “Governmental Authority” means any nation, state, sovereign, or government, any federal, regional, state, local or political subdivision and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, constitutionally established and having jurisdiction over any of the parties (to the extent relevant to the transactions contemplated hereby) or the assets or operations of any of the foregoing or the transactions contemplated hereby; “INR” or “RS” means Indian Rupees, the lawful currency of the Republic of India;

• “Intellectual Property” shall mean all intellectual property used for the purpose of or in association with or in relation to providing the Company Services utilising the Platform and includes without limitation, (a) Software, operating manuals, software code, program, instructions, specifications, processes, input methods, data or information used in relation to, in association with or for the operation of the software installed by Company ; (b) the trademarks, service marks, trade names, business names, logos, symbols, styles, color combinations used by Company during the course of its business and all depictions, derivations and representations thereof; (c) all promotional material including without limitation, advertisements, literature, graphics, images, content and the 'look and feel' of all of the above; and (d) all techniques, formulae, patterns, compilations, processes, inventions, practices, methodology, techniques, improvement, utility model, procedures, designs, skills, technical information, notes, experimental results, service techniques, samples, specifications of the products or services, labelling specifications, rights on software, and any other knowledge or know-how of any nature whatsoever;

• “Platform” shall mean the Software accessible through the Website;

• “Website” shall mean and includewww.tallileo.com, mobile application of Company, any successor website/ applications, any website of Related Entity or any other channel facilitated and permitted by Company including but not limited to App, any other digital medium including phone, displays, emails, social media interfaces, messaging interfaces, wallet, payment intermediaries using Company’s interface.

3. interpretation

• The terms referred to in this Agreement shall, unless defined otherwise or inconsistent with the context or meaning thereof, bear the meanings ascribed to them under the relevant statute/legislation.

• Reference to statutory provisions shall be construed as meaning and including references also to any amendment or reenactment for the time being in force and to all statutory instruments or orders made pursuant to such statutory provisions.

• Words denoting the singular shall include the plural and words denoting any gender shall include all genders.

• Headings, subheadings, titles, subtitles to clauses, sub-clauses and paragraphs are for information only and shall not form part of the operative provisions of this Agreement or the annexures hereto and shall be ignored in construing the same.

• References to days, months, and years are to calendar days, calendar months, and calendar years, respectively.

• Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next day of the last day of such period is not a day of which Company and/or banking institutions in India are open for general business;

• Any reference to “writing” shall include printing, typing, lithography, transmissions by facsimile or in electronic form (including e-mail), and other means of reproducing words in the visible form including but not limited to any instructions provided by the Company in the Website and/or the Platform.

• The words “include” and “including” are to be construed without limitation.

• No provisions shall be interpreted in favor of, or against, any party by reason of the extent to which such party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof.

4. acceptance of terms

A. By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Service (including, for clarity, the Privacy Policy) and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.

B. Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.

C. These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise. //

5. eligibility

A. You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, access or use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time.

B. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules, and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation.

C. The Services are offered only for your use, and not for the use or benefit of any third party. If you are registering with the Company on behalf of an entity or a third party, you represent and warrant that you have full authority to bind that entity to these Terms of Service.

6. registration

A. In order to use the Services, you must register for an account on the Services (an “Account”). You must provide accurate and complete information and keep your Account information updated.

B. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene.

C. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure.

D. You may never use another person’s user account or registration information for the Services without permission.

E. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security, or unauthorized use of your Account.

F. You should never publish, distribute or post login information for your Account.

G. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.

7. use of our services

A. As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service.

B. You are responsible for all of your activity, and all activity connected to your Account in connection with the Services (including without limitation your communications and collection of data from other users of the Services).

C. You shall not (directly or indirectly):
i. decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction,
ii. modify, translate, or otherwise create derivative works of any part of the Services, or
iii. copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.

D. You shall abide by all applicable local, state, national and international laws and regulations.

E. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:
i. satisfy any applicable law, regulation, legal process or governmental request,
ii. enforce these Terms of Service, including investigation of potential violations hereof,
iii. detect, prevent, or otherwise address fraud, security or technical issues,
iv. respond to user support requests, or
v. protect the rights, property, or safety of us, our users, and the public.

8. termination

A. We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership.

B. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services.

C. Any fees paid hereunder are non-refundable.

D. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity and limitations of liability.

9. change of terms

A. Company shall at their sole discretion, and without notice to the User, alter, modify or amend these Terms of Use from time to time and the same shall be updated and displayed by Company on its Website and App.

B. The Customer is expected to keep himself/herself updated with the amendments to the Terms of Use.

C. Any transaction done subsequent to the amendment of the Terms of Use will be considered as the Customer’s acceptance of the amended Terms of Use.

D. Company may modify, terminate and/or suspend Company Services anytime with or without prior notice, due to any changes in internal policies, rules, regulations and laws set by relevant authorities/regulators.

10. link to other websites

Company may provide links to other websites that are maintained by third parties on the Website. These links are provided for your convenience only and the provision of these links does not mean that Company endorses these websites or the products and services they provide. You acknowledge and agree that Company is not responsible and/or liable for any information/ content or any products/services available on these third-party websites.

11. severability

If any part of these Terms of Use is adjudged illegal or inoperable for any reason, the same shall be severed from the remainder of this document and only that portion of this document that is specifically adjudged illegal or inoperable shall cease to govern the relationship between Company and the User.

12. ownership and proprietary rights

The User agrees that he/she shall have no claims/rights of whatsoever nature in the Intellectual Property including but not limited to any intellectual property rights arising out of and in connection with Platform, Website and/or the Company Services. The User further undertakes that he/she shall not attempt to modify, alter, obscure, translate, disassemble, decompile or reverse engineer the Software underlying application or create any derivative product based on the Software.

13. force majeure

A. Company shall inform the User of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution.
“Force Majeure Event” means any event due to any cause beyond the reasonable control of Company and/or Financial Service Provider, including, without limitation, unavailability of any communication system, breach or virus in the processes or payment mechanism, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, government lockdown, insurrection, war, acts of government, computer hacking, unauthorized access to computer data and storage device, computer crashes, breach of security and encryption, etc.

B. Company shall not be liable for any failure to perform any of its obligations under these Terms of Use or the specific terms and conditions if the performance is prevented, hindered or delayed by a Force Majeure Event and in such case its obligations shall be suspended for so long as the Force Majeure Event continues.

14. limitation of liability

In no event shall the company, its officers, directors, and employees, or its contractors, agents, licensors, partners, or suppliers be liable to you for any direct, special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation lost business opportunities, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever, including but not limited to abuse or breach of data), even if the company or an authorized representative has been advised of the possibility of such damages, arising out of or relating to :
i. these terms,
ii. the app,
iii. your use or inability to use the app; or
iv. any other interactions with another user in connection with the app.

Note: If the foregoing limitation is not enforceable, the maximum liability of the company shall be rs.500.

• Without prejudice to the aforesaid, in no event shall our total cumulative liability to the User for any and all claims relating to or arising out of the User's use of the platform/ company services and/or website/ application, regardless of the form of action, exceed the amount of service fee chargeable by the company for its services.

• In no event shall Company be liable to the User (or to any third party claiming under or through the User) for any indirect, special, incidental, consequential, or exemplary damages arising from the User's use of, or inability to use, the platform/ company services and/or website/application.

• These exclusions apply to any claims for lost profits, lost data, loss of goodwill, work stoppage, bugs and errors, computer failure or malfunction, any other commercial damages or losses, even if company knew or should have known of the possibility of such damages.

• You expressly agree that use of the App is at your sole risk. The App and any data, information, third party software, reference sites, services, or software made available in conjunction with or through the App are provided on an “as is” and “as available,” “with all faults” basis and without warranties or representations of any kind either express or implied. The Company and any third-party suppliers, licensors, and partners do not warrant that the data, software, functions, or any other information offered on or through the App will be uninterrupted or free of errors, viruses or other harmful components and do not warrant that any of the foregoing will be corrected.

• Company and any third-party suppliers, licensors, and partners do not warrant or make any representations regarding the use or the results of the use of the App in terms of correctness, accuracy, reliability, or otherwise.

• You understand and agree that if you use, access, download, or otherwise obtain information, materials, or data through the App, the same shall be at your own discretion and risk and that you will be solely responsible for any damage to your property (including your computer system and/or other devices) or loss of data that results from the download or use of such material or data.

15. privacy policy & data protection

Any personal information you supply to the Company when using the Services will be used by the Company in accordance with its privacy policy ("Privacy Policy") as available on the Website. Needless to say, the said privacy policy is an addition to and not in derogation of the terms of this agreement.

16. disclaimer

Company may suspend or cease the operation of the Platform, Website and/or the Company Services for any reason with or without giving any prior notice. Company reserves the right to change the content on the Website and/or suspend or change the product or Financial Services offered on the Website and/or the Platform. The User agrees that in any mentioned case, he/she will use the Website and/or Platform at his/her own risk and Company is not responsible for any loss or damage.

17. privacy policy

All of the information that the Company collects from the User, such as registration details, beneficiary account details, debit/credit card information, and etc., is subject to the provisions of this Terms of Use.

18. waiver

The failure to exercise or delay in exercising a right or remedy provided by this Terms of Use or by law does not constitute a waiver of the right or remedy or the waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Terms of Use or by law prevents further exercise of the right or remedy or the exercise of another right or remedy. Any waiver must be in writing and signed by the party sought to be bound.

19. assignment

This Terms of Use or any right or interest herein, shall not be assignable by the User. Company shall be free to assign its rights, interest and obligations under this Terms of Use to any Person including but not limited to Related Entities.

20. mode of communication

When You use the Platform/Application or send emails or other data, information or communication to us, You hereby agree and understand that you are communicating with Us through electronic records and you consent to receive communications via electronic records from Us periodically and as and when required. We may communicate with you by email or by such other mode of communication, electronic or otherwise.

21. notices

All notices or demands to or upon the Company shall be effective if in writing and shall be deemed to be duly made when sent to deriva Technologies Pvt Ltd., 33/51 Pratap Nagar, RHB, Sanganer, Jaipur, Rajasthan, India -302033. All notices or demands to or upon Agent(s) shall be effective if either delivered personally, sent by courier, certified mail, by facsimile, or email to the last-known correspondence, fax, or email address provided by the Agent(s) on the Website/App, or by posting such notice or demand on an area of the Website/App that is publicly accessible without a charge.

22. government law and dispute resolution

This Agreement will be governed by and construed in accordance with the laws of the Republic of India. The courts in Jaipur shall have exclusive jurisdiction over any dispute arising from the use of Company Service, Platform, and/or Website.

Any dispute under this Agreement between the Company and the Agents shall be referred to Arbitration to be conducted as per the Arbitration and Conciliation Act, 1996, as applicable at the time including such amendments that may be made, by a single Arbitrator to be appointed jointly by the parties. The seat of arbitration shall be at Jaipur, India and the language of the Arbitration shall be English.

23. term and survival

This Terms of Use is effective until: (i) terminated by Company and Company reserves the right to terminate this Terms of Use; and/or (ii) upon User ceasing to hold Membership Account.

The provisions of this Terms of Use which by their nature are intended to survive the termination or expiration of this Terms of Use.

24. entire agreement

The "Terms" including the Privacy Policy constitutes the entire agreement between You and the Company and governs Your access and use of the Services, superseding any prior agreements between You and the Company with respect to the App and its Services.

25. self-declaration

I hereby declare that I have read and understood all terms and conditions of this Terms of Use. Accordingly, I would wish to avail the services provided by the app. I hereby give my consent to be bound by provisions of this Terms of Use.