These Terms of Use and any terms expressly incorporated herein (““Terms”) applies to any person (natural person or otherwise) (“User/ You”) accessing or using, any services made available by MintingM Technologies Pvt. Ltd. (“MINTINGM/We/Our“) on this website (“Site“), and to any other related services provided by Us (collectively, the “Services”). By accessing or using or attempting to access or use any (“Services“) in any manner whatsoever, You agree to be bound by these Terms. You may also be subject to such additional terms and conditions while using certain features of the Services, as may be applicable to such features.

The Privacy Policy and any other policies communicated by Us shall be applicable to Your use of the Services and shall be deemed incorporated herein by reference.

The Services MINTINGM offer include providing software, technology and consultancy services to Users seeking to invest in digital assets not amounting to securities (“Tokens”).

1. MODIFICATION OF TERMS

MINTINGM, at its sole discretion, may change, modify, add, or remove portions of these Terms and the Services from time to time without any prior written notice to the User. MINTINGM may do this for a variety of reasons including to reflect changes and requirements under the law, new features, or changes in business practices. It is the User’s responsibility to review these Terms periodically for updates/changes. The User’s continued use of the Services following the posting of changes will be deemed as User’s acceptance of the revisions and that the User agrees to such amended Terms.

2. INTERPRETATION

Unless the context otherwise requires, the following capitalized terms have the meaning ascribed to them herein:

Unless the context of the Terms otherwise requires (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Terms; (iv) whenever the Terms refers to a number of days, such number shall refer to calendar days unless otherwise specified; (v) headings are used for convenience only and shall not affect the interpretation of the Terms; and (vi) references to the Recitals, Clauses and Appendices shall be deemed to be a reference to the recitals, clauses and appendices of the Terms. For the purposes of the Terms, “Person” or “Persons” means an individual, corporation, partnership, limited liability partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof that is not a party to the Terms.

3. SERVICES

• MINTINGM shall act as a strategic consultant to the User and provide non-binding software and/or technology support and/or guidance and recommendations to the User with respect to Tokens. For the avoidance of doubt, MINTINGM shall provide generic recommendations and consultancy to the User with respect to potential investments and exit opportunities solely in the non-securities market, and such consultancy services, in no manner, should be construed as ‘investment advice’ under any law (Indian or outside India) for the time being in force. The Users agrees and confirms that MINTINGM shall only provide Services in relation to the non-securities market, specifically in relation to Tokens, and no consultancy services will be provided in connection with securities or the securities market. The User also agrees and confirm that MINTINGM’s Services are merely in the nature of software, technology support/consultancy service and MINTINGM will not control the User’s funds or direct the User’s investment decisions other than what is mutually agreed between the User and MINTINGM.

• User, hereby, agrees not to enter into Terms with any third-party that (i) directly or indirectly interferes with the Services; and (ii) directly or indirectly is in conflict with the Services.

• MINTINGM shall not represent to any Person that it is an employee or agent of the User, nor shall MINTINGM enter into any contract, agreement or arrangement with any Person that binds the User or creates any liability or obligation upon the User.

• The User undertakes to execute trades as per the information provided as part of the Services only. We shall not be liable for any loss suffered by the Client under this Terms.
• The User shall share details of any trade executed in accordance with the information provided as part of the Services as soon as it is executed, and in any case within 7 days of the trade being executed.
• The User shall consult with MINTINGM in case any change is proposed to be made by the User to its portfolio. The User shall refrain from making any further changes to its portfolio without consulting with MINTINGM.
• Only for the sake of convenience of the User and for executing the Service efficiently, MINTINGM and the User may mutually agree on any best possible method/process.
• The User acknowledges and agrees that while MINTINGM will exercise judgement on the services provided hereunder, (a) the Tokens represent a volatile instrument, and (b) there are no guaranteed returns when trading in instruments in the nature of Tokens, accordingly,
  • MINTINGM shall not be responsible for any loss incurred by the User on account of any information provided by MINTINGM and acted upon by the User.
  • The User represents that it has the risk appetite to undertake trading in the Tokens.
  • The User undertakes that it shall exercise independent caution before executing a trade.
  • the User shall not hold MINTINGM liable for any loss incurred by the User in this regard.
• The User acknowledges that it shall use only the means set out under this Terms to communicate with MINTINGM. MINTINGM shall not be liable in the event of loss arising to the User or any Person, due to misrepresentation by a third person claiming to be associated with the MINTINGM or representing itself or as employee of MINTINGM.
• The User undertakes to comply with all applicable laws in respect of its investments in the Tokens, if any. The User shall also extend its full co-operation to MINTINGM in relation to any know-your-customer, audit or other statutory requirements which are to be complied with, by MINTINGM in respect of the Services rendered under this Terms.

4. API KEY
   • For transacting the Service most effectively and efficiently as mentioned in clause 3.7, the User to provide  MINTINGM with an application programming interface key (“API Key”) of the exchange which holds the Users funds for the purpose of availing the Service. The API Key to be shared with MINTINGM only when it is asked for by MINTINGM. By agreeing to use the Service as read with clause 3.1, it is mutually agreed between the User and MINTINGM that the User to grant permission to MINTINGM to place orders and trade on the Users behalf on the exchange using the API Key shared by the User.  MINTINGM does not guarantee execution via the API Key and also does not warrant the protection or security of the API Key. Also MINTINGM shall not be liable for any losses incurred to the User in the event an API Key is lost, stolen, misused or malfunctions. MINTINGM will only collect an API Key from the User for the purpose of placing orders in accordance with the Service availed. In the event the User provides a withdrawal API Key or access to withdraw from the exchange, which may cause, upon placing an order, any withdrawal from the User’s account, MINTINGM shall not be held liable under any circumstances whatsoever.

• The User allows MINTINGM to store and consume the API key which will not only enable MINTINGM to trade on the exchange on behalf of the User but also collect and store transaction information of the trades as executed under the agreed the Service.

• The User is solely responsible to ensure that the API Key provided to MINTINGM is cancelled/deleted after the Termination of the Service in accordance clause 9.2.1, clause 9.2.2 and clause 9.2.3 of this Terms. After Termination, MINTINGM will not be accountable and/or responsible for any loss to the User on account of the API Key being lost, stolen, misused or malfunctions or otherwise.

5. SERVICE FEE
   • Service Fee
     • During the period of Service, MINTINGM shall be entitled to the following fees from the User which shall be chargeable in the manner set out hereinafter.
     • The Service Fee is follows –
       

       Subscription Fee	In INR	In USD
       XMINT BlueChip BOT	499	6

       MINTALPHA
       Upfront Service Fee	1%
       Balance Service Fee	25% of the Gains
       MINTSELECT
       Upfront Service Fee	1%
       Balance Service Fee	20% of the Gains

       • • • • A subscription fee is a fee charged to the User for the services availed. This fee is for a definitive period of time from the effective date of start of the service. (“Subscription Fee”).
             • An upfront amount aggregating to 1% of the aggregate funds sought to be utilized by the User for undertaking the trades and shall be chargeable as part of the service fees to be paid by the User for the Services rendered by MINTINGM under this Terms. (“UpfrontService Fee”).
             • In addition to the amount set out in the above sub-clause, the User shall also pay service fees chargeable on an ongoing basis, calculated in the manner as decided by MINTINGM (“BalanceService Fee”).

       The Subscription Fee, Upfront Service Fee and the Balance Service Fee shall hereinafter be collectively referred to as “Service Fees” and individually as “Service Fee”.

       • The Balance Service Fee shall be charged on a [quarterly] basis and shall be paid by the User within 5 (five) calendar days after the [quarter]-end.
       • MINTINGM shall submit a bill / invoice on a quarterly basis in order to receive the Balance Service Fee.
       • Any loss caused to MINTINGM due to late payment / failure to make a payment of such Service Fees, shall be indemnified by the User. MINTINGM is entitled to charge interest on amounts due from the Client, at the rate of 18% per month, compounded monthly, in the event of late payment / non-payment by the User.

       If the User executes any trade which is not in accordance with the information provided as part of the Services (“Impugned Trade”), MINTINGM will continue to be eligible to receive the Balance Service Fees, on the full profit, if earned by such trade.

       It is clarified that the User will continue to be liable to pay the Balance Service Fees on the Impugned Trade notwithstanding that the User suffers a loss or continues to hold the Token.

       • Taxes
         • The Service Fee and other payments made to MINTINGM by the User shall be subject to applicable withholding taxes (if any) pursuant to applicable laws. Each Party shall be responsible to bear taxes applicable to its income.
         • The Service Fee and any other payments made to the Service Provider shall be exclusive of Goods and Services Tax (“GST”) or other tax that may be applicable unless explicitly mentioned that it is inclusive.
       • Costs
         • Expenses in connection with the negotiation or performance of this Terms by a Party, shall be borne by that Party; providedthat the Parties shall consider in good faith whether any particular category of cost, if it tends to benefit both the Parties, should be shared equally by both the Parties.
       6. CONFIDENTIALITY AND EXCLUSIVITY
          • The User shall keep confidential and shall not disclose (and shall cause its representatives to keep confidential and not disclose), without the prior written consent of MINTINGM, any information in relation to the Services rendered by MINTINGM;
          • MINTINGM shall keep confidential and shall not disclose (and shall cause its representatives to keep confidential and not disclose), without the prior written consent of the User, any information with respect to the User,

       provided that either party may disclose any such information:

       1. as may be required (i) to be included in any report, statement or testimony required to be submitted to any regulatory body having jurisdiction over such party, (ii) in response to any summons or subpoena or in connection with any litigation, or (iii) in order to comply with any law, order, regulation or ruling applicable to such party, provided in any such case that such party shall, to the extent permitted by applicable law, give prior notice thereof to the other party to enable the other party to seek a protective order or similar relief; and
       2. to its employees, directors and professional advisors (including auditors and counsel) strictly on a need to know basis only, provided that such persons are advised of the confidentiality obligations contained herein.
          • In the event the User shares the any information received as part of the Services with any Person, the User is liable to compensate MINTINGM for any loss of revenue/income. Additionally, MINTINGM shall also reserve the right to terminate the Services promptly.
          • In the event of termination as contemplated in Clause 6.3 above:
       3. any Service Fees already charged to the User shall stand forfeited by the User.
       4. Any Service fees pending to be billed to the User should be duly paid by the User.
          • All actions based on information forming part of the Services should be performed by the Client only through the trading/investment account of the User.
          • In the event the User is maintaining multiple accounts directly or indirectly, and executes or causes any Person to execute any trade basis information forming part of the Services, the User shall be liable to pay proportionate payment as Service Fees for trades undertaken through such accounts, in the manner set out under this Terms.
          • The User shall not share its account related credentials (of the exchange or wallet) related to the Tokens with MINTINGM or any its representative(s). MINTINGM will neither collect the funds sought to be invested by the Client nor control their deployment.
          • Any fraudulent activity, winding up, or similar corporate action of the exchange on which the Tokens are traded, or in relation to the wallet, whether resulting in a loss to the User or not, shall not make MINTINGM liable under this Terms in any manner.
       5. REPRESENTATIONS AND WARRANTIES
          • The Parties hereby represent and warrant that (i) they have the authority and/or are lawfully entitled to enter into this Terms; and (ii) that they are not under any disability, restriction or prohibition which shall prevent them from performing or adhering to any of their obligations under this Terms.
          • Each Party represents and warrants that:
            • It is an entity duly organized and validly existing under the laws of the country of its incorporation;
            • it has the requisite power and authority to execute and deliver this Terms;
            • all corporate action on the part of such Party necessary to approve or to authorize the execution, delivery and performance of this Terms;
            • this Terms is a valid and binding obligation of such Party, enforceable in accordance with its clauses set out in the Terms, subject to the effect of principles of equity and the applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and other customary qualifications; and
            • it shall perform its obligations under Terms in a manner that complies with all applicable laws.
          • MINTINGM is an independent service provider and MINTINGM or any of MINTINGM’s staff shall not be deemed to be employed by the User. MINTINGM hereby accepts and declares that MINTINGM is not eligible to any benefits, allowances and perquisites given by the User to its employees.
          • The User represents that source of the funds which are to be used for investment in the Tokens by the User, are and will continue to be in compliance with the applicable laws of its jurisdiction, including the relevant laws pertaining to money-laundering. MINTINGM shall not be responsible for verifying the source of funds of the User to be used for investing in the Tokens.
       8. INDEMNIFICATION
          • Indemnification:
            • The User shall indemnify and hold harmless MINTINGM and each partner, shareholder, director, officer and controlling person of MINTINGM (collectively, the “MINTINGM’s Indemnitees“), against any direct loss, damage, claim or liability, together with legal and other expenses reasonably incurred in connection therewith, to which a MINTINGM’s Indemnitee may become subject, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based on the actions or omissions of the User to adhere to the conditions and clauses set out under this Terms.
            • Promptly after receipt by a MINTINGM’s Indemnitee of notice of the commencement of any action or proceeding involving a loss, damage claim or liability subject to indemnification under sub-Clause 8.1.1 above, as the case may be, such Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the indemnifying party, give written notice to the indemnifying party of the commencement of such action providedthat the failure of any Indemnified Person to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Clause.
            • Each party shall take all reasonable steps to mitigate any loss incurred by it under this Terms.
       9. TERM AND TERMINATION
          • Term. All provisions and clauses set out under this Terms shall continue in force until the User is availing the Services or the Terms are terminated in accordance with Clause 9.2 below, whichever is sooner.
          • Termination.
            • MINTINGM may, at its sole discretion and without liability to the User, with or without prior notice and at any time, temporarily suspend or permanently terminate the Users access to all or a portion of any Services. This clause will supersede clause 9.2.2 below.
            • Also either Party may terminate this Terms by not less than one month written notice to the other Party (the “Termination Date”).
            • Breach of provisions/clauses of the Terms: MINTINGM shall have the right but not the obligation, to immediately terminate this conditions and clauses under this Terms, without notice, in the event the Client:
              • violates or breaches any provision of this Terms;
              • undertakes more than 3 (three) Impugned Trades; or
              • violates / contravenes or breaches any applicable laws.
            • Bankruptcy Event: This Terms shall terminate upon the bankruptcy, dissolution, insolvency or termination and liquidation of either of the parties. However, payment obligations of the User under this Terms towards MINTINGM shall continue to subsist.
          • Upon termination of this Terms:
            • MINTINGM shall cease to provide the relevant Services under the Terms.
            • MINTINGM shall compute the Service Fee through the Termination Date, and shall provide the computation to the User, which shall be reasonably detailed and show the information on which it is based. Within 15 (fifteen) days after the Termination Date, the User shall pay the Service Fee to MINTINGM through the Termination Date.
            • From and after the Termination Date, neither party shall have any rights against or obligations to the other party hereunder, except for rights accrued prior to the Termination Date and rights to enforce this Clause 9 and Clauses 5, 6, 7, 8, 12, and 13 all of which shall survive the termination of this Terms.
            • The User shall not be entitled to any compensation or money back if the User sends notice of termination of this Terms.
       10. NOTICES

       10.1 All notices, requests and other communications hereunder must be in writing and shall be deemed to have been duly given only if delivered personally or by electronic mail to the Parties at the following addresses:

       Attention: MINTINGM TECHNOLOGIES PVT. LTD.

       Address: HD-002, WeWork, Tower 1, Seawoods Grand Central Sector 40, Seawoods Railway Station, 10th Floor, Navi Mumbai, Maharashtra 400706

       Email: info@mintingm.com

       11. GOVERNING LAW

       This Terms shall be governed by and construed in accordance with the laws of the Republic of India.

       12. ARBITRATION
           • Generally. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered in accordance with the Indian Arbitration and Conciliation Act, 1996, which rules are deemed to be incorporated by reference in this Clause 12. The seat and venue of the Arbitration shall be Mumbai. The language of the arbitration shall be English.
           • Selection of Arbitrators. The arbitration shall be conducted by a sole arbitrator if the parties so agree; otherwise the arbitration shall be conducted by 3 (three) arbitrators, in each case in accordance with the Indian Arbitration and Conciliation Act, 1996.
           • Arbitral Award. The arbitral award shall be in writing, and unless all the parties agree otherwise, shall state the reasons on which it is based. The award shall be final and binding on the parties. The award may include an award of costs, including reasonable attorneys’ fees and disbursements. Judgment upon the award may be entered by any court having jurisdiction over the parties or their assets. Each party shall bear its own costs and expenses of the arbitration, including the fees of the arbitration and the arbitration panel, except as may be determined by the arbitration panel. The arbitration panel would have the power to award interest on any sum awarded pursuant to the arbitration proceedings and such sum would carry interest, if awarded, until the actual payment of such amounts.
           • Enforcement of Award. Any award made by the arbitration panel shall be final and binding on each of the parties. By execution and delivery of this Terms, each party hereby accepts and consents to the jurisdiction of the aforesaid arbitration panel and, solely for purposes of the enforcement of an arbitral award under this Clause 12.4, to the jurisdiction of any court of competent jurisdiction, for itself and in respect of its property, and waives in respect of both itself and its property any defense it may have as to or based on jurisdiction, improper venue, or inconvenient forum. Each party irrevocably consents to the service of any process or other papers by the use of any method permitted by law.
       13. GENERAL PROVISIONS
           • Entire Terms
             • This Terms constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior agreements/Terms relating to the subject matter hereof.
           • No Partnership; Other Activities
             • This Terms is not intended, nor should anything herein be construed, to create the relationship of partners, joint venturers, business connection, principal and agent, employer and employee, or other fiduciary relationship among the parties. The parties’ duties to one another are as set forth herein, and there are no implied duties other than the duties of good faith and fair dealing. Each party shall be free to pursue its existing businesses, to enter into new businesses, to make investments, and to engage in other ventures and activities, and the other party shall have no rights in or to such other businesses, investments, ventures or activities or the income, revenues, assets or other benefits derived therefrom.
           • No Assignment; Binding Effect
             • A party may not assign its rights or delegate its obligations under this Terms, including assignments by merger or operation of law, except with the prior consent of the other party. This Terms shall be binding upon and shall inure to the benefit of the Parties, their respective successors, heirs, executors, administrators and permitted assigns.
           • Severability
             • Any provision of this Terms that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent if such prohibition or unenforceability without invalidating the remaining provisions hereof, any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable laws, the Parties waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect. Notwithstanding the foregoing, if any provision is so prohibited or unenforceable, the parties shall, to the extent lawful and practicable, use their best efforts to enter into arrangements to effect the intent of such provision.
           • Counterparts
             • This Terms may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same instrument. In addition, this Terms may contain more than one counterpart of the signature page and may be executed by affixing of the signatures of each of the parties to one of such counterparts. All of such counterparts shall be read as though one, and they shall have the same force and effect as though all the signers signed a single page. Delivery of an executed counterpart by facsimile or by email of .pdf file shall be effective as delivery of a manually executed counterpart of this Terms.
       14. Privacy Policy

       Please refer to MINTINGM’s privacy policy for information about how MINTINGM collects, uses, and share Users information. MINTINGM’s Privacy Policy is available here.