1.1

These Terms and Conditions of Use (“Terms”) form a legal and binding agreement between Cymbient Technologies Private Limited  (which is referred to as the “Company”, “Rooba”, “Us”, “We” or “Our” and should be deemed to mean and include its successors and assigns) and any person (“You”/ “Your”/ “User”)accessing the [https://www.rooba.finance/] (“Platform” or “Rooba Platform”) or utilizing the services offered via the Platform.

1.2

User shall be bound by these Terms and all other terms and policies (including the Privacy Policy) referred to herein or provided by Rooba in relation to the Rooba Services (defined below).

1.3

You acknowledge and agree that by using, or otherwise accessing the Rooba Platform and Rooba Services, you agree to be bound by (a) these Terms and (b) our Privacy Policy (available here). You acknowledge that we provide use and access to our Platform, and Services to you, subject to these Terms. You agree and acknowledge that you have completely read and understood these Terms and the Privacy Policy, incorporated herein by reference, as amended from time to time. You agree, covenant, and undertake to be bound by the terms and conditions of each of the Third Parties (defined below), in relation to the services provided by them over the Rooba Platform. Such terms and conditions shall constitute a separate and independent agreement between each User and the relevant Third Party. Rooba is not a party to such agreement, and shall not be liable to any User for the obligations of the relevant Third Party.

1.4

We reserve the right to amend, modify, or update any of the Terms for using Rooba Platform or Rooba Services at any time by publishing new Terms. Rooba may, at its sole discretion, also notify the User of any change or modification in these Terms, rules, regulations, and terms of use referred to herein or provided by Rooba, by way of sending an email to the User's registered email address or posting notifications in the User accounts. The User may then exercise the options provided in such an email or notification to indicate non-acceptance of the modified Terms, rules, regulations, and terms of use referred to herein or provided by Rooba. If such options to indicate non- acceptance are not exercised by the User within the time frame prescribed in the email or notification, the User will be deemed to have accepted the modified Terms, rules, regulations, and terms of use referred to herein or provided by Rooba.

1.5

If the User does not accept the modified Terms, rules, regulations, and terms of use referred to herein or provided by Rooba, we reserve the right to deny access to the Platform and Services to the User.

1.6

Use of certain specific Services on the Rooba Platform may be subject to further terms and conditions as may be notified by us from time to time. You should ensure that you have read, understood and agree to abide by the rules and regulations of the Services available through the Rooba Platform.

1.7

1. Rooba may, at its sole and absolute discretion:

2. 1.7.1

   Move or remove any Service or content that is available on the Platform

3. 1.7.2

   Establish general practices and limits concerning the Use of the Platform and each Service

4. 1.7.3

   modify these practices, limits and thresholds at its sole discretion from time to time, provided that s uch changes shall be notified and/or included within the updated Terms as deemed reasonable by Rooba.

5. 1.7.4

   Assign its rights and liabilities to all User accounts hereunder to any entity.

1.8

Your use of information on our Platform including valuation reports, prices of Assets, statistics, data, and news posted on our Platform is at your own risk. Other than as expressly set out in these Terms and to the extent permitted by law, we make no warranty as to the accuracy or reliability of the information contained on our Platform or in our publications (including, but not limited to, any content or information generated on our Platform by or on behalf of us, and any third-party content on our Platform). We and our related entities, directors, officers, and agents disclaim all liability and responsibility for any loss or damage (whether direct or indirect) that may be suffered by any User through relying on anything contained in, or omitted from our Platform or publications.

1.9

If you do not meet the eligiblity criteria of this Terms , please do not attempt to use any of our services. Use of a Virtual Private Network (VPN) to circumvent the restriction set forth in these Terms is prohibited.

1.10

During registration for your Account, or at any other time deemed necessary by Rooba, you agree to provide Us with the information We request for the purposes of identity verification, use of the Site or Services, and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit Us to keep a record of such information. You can withdraw your consent at any time by closing your account with Us. However, We may retain and continue to process your personal information if We reasonably believe it is necessary in order to comply with laws or regulations. In providing Us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep Us updated if any of the information you provide changes. You hereby expressly agree and acknowledge that Rooba may share information, data or content provided to it by you, to the Third Parties, to the extent necessary to enable such User to continue access the Services on the Platform.

2.1

“Applicable Law” shall mean, with respect to the Parties, any and all applicable statute, statutory instrument, bylaws, order, regulation, directive, treaties, or law or other instruments or requirements of any government authorities whether it is in effect as on the Execution Date or thereafter and in each case, as amended from time to time (including but not limited to any common law or civil law judgement, demand, order or decision of any court, regulator, or tribunal; and/or legally binding rule, policy, guidance or recommendation issued by any governmental statutory or regulatory body).

2.2

“Approver” shall mean the person authorized to execute or confirm transactions on the Platform on behalf of the Issuer for the purpose of holding the Token as determined by the approval thresholds of that specific multi-signature digital wallet of the Issuer, however, the Approver is not permitted to purchase tokens that are minted by any person within their own organization.

2.3

“Asset Tokenization”shall mean process of converting real-world assets, such as real estate, commodities, fine art, intellectual property, or other tangible and intangible assets, into Tokens on the Platform.

2.4

“Custodian”shall mean any entity or individual identified and appointed by Rooba for safeguarding and holding Token on behalf of the Issuer (token holders), providing secure storage and management services as per Applicable Laws.

2.5

“Asset” shall mean real-world assets, such as real estate, commodities, fine art, intellectual property, or other tangible and intangible assets that are offered by the Issuer for Asset Tokenization on the Platform.

2.6

“Distributed Ledger Technology”/”DLT”shall mean a blockchain-based distributed computing platform and operating system featuring smart contract functionality.

2.7

“DeFi”/ “Decentralized Finance”shall mean a blockchain-based form of finance that does not rely on central financial intermediaries such as brokerages, exchanges, or banks to offer traditional financial instruments.

2.8

“Blockchain”shall mean a type of DLT where transactions are recorded with an immutable cryptographic signature called a hash.

2.9

“Token”shall mean a unit of digital representation stored on the blockchain or the Distributed Ledger Network, which signifies ownership, rights, or value of an underlying Asset to which the Token corresponds

2.10

“Governance Token”shall mean a digital token that grants holders voting rights and the ability to participate in decision-making processes related to the tokenization platform's governance, such as protocol upgrades, parameter adjustments, or community proposals.

2.11

“Security Token”shall mean Digital Token that represents ownership or fractional ownership in a regulated and tradable financial asset, such as equity, debt, real estate, or investment funds. Security Tokens are subject to applicable securities laws and regulations.

2.12

“Distributed Ledger Network”shall mean a blockchain-based distributed computing platform and operating system featuring smart contract functionality.

2.13

“Guild”is a decentralised marketplace for service providers such as lawyers, valuators, auditors, hall markers, etc. to provide due diligence services to an Issuer of a Digital Token to ensure that the tokenized Asset qualifies as a safe investment with the necessary documentation and disclosures in place.

2.14

“Investor”shall mean any person engaging in the trade of Tokens or is the owner or in possession of the Token.

2.15

“Issuer”shall mean the entity or individual providing Assets to Rooba for the creation of Tokens on the Platform and defining their characteristics, including rights, restrictions, and governance parameters.

2.16

“Know Your Customer (KYC)/Know Your Business (KYB)”shall mean the process of verifying and validating the identity and suitability of Token Holders as per the procedures prescribed under Applicable Laws through the collection of personal information and documentation, aimed at preventing fraud, money laundering, and other illicit activities.

2.17

“Secondary Marketplace”shall mean a marketplace within the Platform where Token can be bought, sold, or traded between Token Holders after the initial issuance.

2.18

"Primary Marketplace"shall mean a marketplace/venue where investors can subscribe to and pay for primary issuance of Asset-backed Tokens from the Token Agent.

2.19

“Token Holder”shall mean an individual or entity that holds and possesses Tokens issued on the Platform.

2.20

“Smart Contract”shall mean the programmable code based on the Distributed Ledger Network protocol allowing for functionalities displayed on the Platform. A Smart Contract is a self-executing computer programs or protocols that facilitate, verify, or enforce the terms and conditions of digital contracts and agreements on the Platform.

2.21

“Stablecoin”are fiat-collateralized, Ethereum-based tokens represented as coins and pegged to the United States dollar, which are redeemable on a 1:1 basis for US dollars.

3.1

Rooba through its Platform offers a ledger with contract automation and is engaged in the business of providing full-stack blockchain infrastructure enabling User to participate in financial markets as an Issuer, Investor or Approver of Tokens.

3.2

Subject to compliance with these Terms and payment of Fees, Rooba grants you a limited, non-exclusive, non-transferable, non-sub-licensable access right to its Platform to (i) enable the Users to create Tokens, (ii) engage in the purchase of Tokens on the Platform, (iii) sell Tokens on the Platform, and (iii) provide access to DeFi protocols such as lending, borrowing, staking, its automatic Market Maker, and other decentralized finance activities, (iv) provide access to support services associated with verification, generation and transfer of Tokens either through its own Services or through the services of Third Parties as mentioned in these Terms.

3.3

1. Our service offerings include:

2. 3.3.1

   Rooba Guild: Provides Users with access to decentralized due diligence by independent third-party valid ators (such as financial and legal professionals).

3. 3.3.2

   Rooba Mint: After approval from the Rooba Guild, a digital representation of the Asset is created using Smart Contracts on the Blockchain. This involves defining the Token's properties and minting it on the Blockchain. The Rooba Mint ensures that the Token is compliant with the ERC 3643 standards and other regulatory requirements. Such Tokens are backed 1:1 and are independently verifiable and redeemable.

4. 3.3.3

   Rooba Vault: Once the Token has been minted, it's stored securely in the Rooba Vault. This component serves as a custodian for the Tokenized Assets, ensuring their safety and security. The Rooba Vault boasts a multi-signature approval capability, permitting investors and organisation alike to create customisable approval thresholds depending on the fund wallet they wish to trade from. These wallets also permit third parties authorised and recognised to manage investments such as brokers, portfolio managers, agents, power of attorney holders and other such persons with proper authority to either sign transaction or be part of a quorum to execute a transaction. Each of these signatures by each individual is identifiable and attributable. Further, since each individual performing a transaction has completed their KYC, the Rooba Vault infrastructure ensures no bad actors in the User’s proposed ecosystem. These vaults are Smart Contracts designed to hold and respond to calls for funds and tokens.

5. 3.3.4

   Rooba Trade: Finally, the tokenized asset becomes available for trading on Rooba Trade. This is a decentralized exchange platform that allows users to buy, sell, and trade Tokenized Assets with ease. Within the first phase, the proposed solution merely intends to provide issuance and P2P exists on the secondary market-place. In order to facilitate a completely legal issuance and trade process each point in the investment lifecycle is garlanded with the execution of appropriate agreement. Enables seamless trading in/of Tokens and Stablecoin between KYC/KYB compliant Users. Once the seller initiates transfer of Tokens, in case the medium of exchange is other than permitted stablecoins, the Issuer may verify proof of fund/Consideration transfer before allowing transfer of Tokens to the buyer.

6. 3.3.5

   Rooba Concierge: Rooba’s bespoke white glove service offers an array of integrated capabilities enabling Users to navigate the rapidly changing financial ecosystem with unerring confidence. Our premium support service is available round the clock.

7. The above services offered on the Platform are collectively known as “Services”. You agree and acknowledge that Rooba may, at its sole discretion, disable, discontinue or modify any or all of the abovementioned Services.

3.4

We have several Service-specific terms and guidelines for which you are required to read in conjunction with these Terms, as available on the Platform. Any and all transactions are solely initiated upon the command of the User only.

3.5

You hereby agree and understand that in order to enable you to use the Services, and facilitate any request/ transaction on the Platform, Rooba, in order to process such a request or effectuate the settlement of any transaction, may be required to avail the services of third-party service providers for identity verification, wallet providers or other digital asset service providers (“Third Parties”) and the User hereby consents to the same. In the course of providing such Services Rooba may require you to provide or execute any other document in order to be compliant with its policies and Applicable Laws. A list of material Third Parties that Rooba utilizes is provided as Annexure A and this list shall be updated from time to time when Rooba adds or removes dependencies on such Third Parties.

4.1

You acknowledge that Rooba is only providing a medium, i.e. the Platform, for you to access information about investments, and access to third-party services for making primary and secondary private market investments through the Platform. Rooba is thereby acting as an intermediary under the Information Technology Act, 2000 (“IT Act”).

4.2

The Website may contain links to third party websites (“Third-Party Sites”). These links are provided only as a convenience to you and the inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Rooba of any information, materials, products, or services contained in or accessible through any Third-Party Site.

4.3

1. You understand and agree that the Rooba Platform shall not be liable for any third- party information, data, or communication link that is posted by its Users on the Platform and hosted by it and disclaims all liability for such third party information, to the extent that:

2. 4.3.1

   the Platform and Services provided by Rooba has been limited to providing a conduit for communication between its Users;

3. 4.3.2

   Rooba does not select, modify or redirect the communications between its users;

4. 4.3.3

   Rooba adheres to the due diligence requirements prescribed by applicable law, including but not limited to the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.

5.1

You may access the Site generally and/ or browse generally without registering with the Service. In order to access certain features of the Website, including viewing securities offerings or Content on the Website, you must register to create an account (“Account”) and meet certain criteria.

5.2

You can register on the Platform by providing your [phone number, email address and name]. An account will be created with your details. In order to access any Services, you must activate your account (“User Account”) by following the identity verification/business verification process specified through the user journey. You are responsible for safeguarding your account and You agree not to disclose your password to any third party. You agree that you will be solely responsible for any activities or actions taken under your password, irrespective of whether You have authorized such activities or actions. You will immediately notify us of any unauthorized use of your password or your account, upon becoming aware of any such discrepancy, by writing to us at [•]. Without limiting any other terms of this Terms, You may not use false identities or impersonate any other person or use a username or password that You are not authorized to use.

5.3

You hereby represent and warrant that you will (i) provide true and accurate information at the time of registration, (ii) maintain the accuracy of the information provided for the creation of the User Account, and (iii) not create or operate a User Account on behalf of any third party, except with the prior written approval from Rooba. The User shall be fully responsible for all activity that occurs under his/her User Account. The User agrees and acknowledges that Rooba may, at its sole discretion, refuse to open a User Account, suspend or terminate any User Account, suspend or terminate the sending of Tokens from a User Account, or suspend or terminate the trading of Tokens from the User Account.

5.4

To successfully onboard as an Issuer or Investor, the User will be required to provide certain identification documents for completion of KYC/KYB steps with IDfy (https://www.idfy.com/ ). The Issuer acknowledges that the information collected by IDfy for the purpose of identity verification and the KYC/KYB process will be as per the terms and conditions of Baldor Technologies Private Limited (India) (“IDfy ”) (available at https://www.idfy.com/terms-of-use/ ) and Rooba shall not liable for the services provided by IDfy or any other third party service providers on the Rooba Platform.

5.5

You represent and warrant that you are over 18 years of age and a resident of India to access and/or use our Platform and create an Account with us. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or blocked from using the Platform; (c ) you agree not to authorize any other individual or entity other than your authorized agents, if any, to use the Site or Services via your Account and (d ) your registration and your use of the Platform is in compliance with any and all applicable laws and regulations.

5.6

We are obliged to collect some of this information in the context of compliance with the requirements for combating money laundering and the financing of terrorism. We reserve the right, at any time, to ask for any KYC documentation We deem necessary to determine the identity and location of a User. We may also require You to resubmit your KYC information on a periodic basis. We reserve the right to restrict Services and payment until identity is sufficiently determined.

6.1

1. To operate the Services and to securely store, manage, and transfer their Token on the Platform, Users will be required to hold the following types of Wallets:

2. 6.6.1

   Rooba Wallet: Rooba Wallet is a Smart Contract enabled digital vault for storage of tokens representing value that a User can create upon completion of the KYC/KYB of the User on the Platform. The Rooba Wallet enables a User to hold Tokens on the Platform and transfer Stablecoins in exchange of, or as consideration for the Tokens transferred/bought/sold on the Platform .

6.2

For Fiat currency and cash equivalents, the terms of the [payment aggregators/ payment gateways/ escrow service providers, as the case may be, used by you will govern the process of addition of funds to the Rooba Wallet.

6.3

There are risks associated with using an internet based blockchain protocol (including the Tokens We may create for you using ERC-3643 standard), including but not limited to, risks relating to hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Account or the Tokens stored in your Wallet. You accept and acknowledge that Rooba will not be responsible for any communication failures, disruptions, errors, distortions, delays or third-party fraud you may experience caused by circumstances beyond our reasonable control.

7.1

Prior to acting as an Issuer or Investor on the Platform, the Users will be required to (i) in case of Issuers, provide all Documents (defined below) associated with the Assets they wish to tokenize and make available on the Platform, and (ii) in case of Investor, obtain a valuation and other information and vetting regarding the Tokens being traded by the validators on the Guild.

7.2

Rooba assigns a validator from its decentralized network of authenticators and validators from the Guild. The validator will review and verify the underlying documentation of the Assets, their title and consideration. Upon completion of the validation process by the Guild validator, the validator will either approve or reject the documentation received from the User.

7.3

In the event of rejection of any Document, the User will be provided an opportunity to submit/resubmit the Documents on the Platform for reassessment by the Guild. The User hereby agrees and acknowledges that the decision of the Guild with respect to the approval of the assets for the generation of Tokens is final and binding on the User and Rooba does not have any exercise any control over the validation process. The Issuer further agrees and acknowledges that Rooba reserves the right to prevent/terminate the Asset Tokenization process of the User’s Assets for any reason at its sole discretion.

7.4

Through Guild, Rooba enables Users to share your own content (in the form of documentation regarding the Assets, texts, images, graphics, and other materials) hereinafter referred to as “Documents”. Before sharing your Documents through Guild or other Services on the Platform, you hereby agree and undertake that you own and control all the intellectual property rights to your Documents (or that you have the necessary license rights to the Documents) and that your Documents are lawful. Rooba reserves the right to remove your documents at its sole discretion without liability.

7.5

You further agree and acknowledge that the Documents you post on our Services does not violate Rooba policies, or applicable laws or infringe third party intellectual property rights. When you share your Documents on the Platform, you may be asked to make disclosures or label or categorize your Documents, failing to do so accurately may result in your Documents being removed. We reserve the right to label or categorize your Documents and allow other users to label or categorize your Documents. How Documents are categorized may affect how it is displayed by our Services.

7.6

When you share your Documents through the Services, you retain your intellectual property rights in the Documents and your hereby agree and undertake to provide us with the following license to use your Documents: by using our Services your grant us a worldwide, non-exclusive, royalty-free, sublicensable, perpetual, and transferable license to host, publish, display, perform, reproduce, copy, distribute, communicate, modify, reformat, translate, or otherwise use your Documents to operate, improve, develop, promote and market our Services. You hereby expressly consent to the user of your Documents by Rooba, the Guild, and its Third Parties, as required, for the aforementioned purposes.

8.1

Token Agent: Upon completion of the validation process by the Guild, a Token Agent verifies that the due diligence checks have been conducted, and the issuance rules are aligned with the nature of the Asset to proceed to Asset Tokenization. The Token Agent issues Tokens in the User’s name. Each Token issued for Users is assigned a Token Agent, who is then responsible for the lifecycle of such issuance. Token Agents have a separate dashboard and login. Depending on the Asset class in question, a Token Agent may be any of Rooba’s Third Parties.

8.2

Once the Token Agent confirms the completion of the diligence, Rooba will initiate the generation of Tokens against the Asset provided by the Issuer in the Issuer’s Rooba Wallet. Such Tokens will be minted directly into the Token Agent’s Rooba Wallet .

8.3

A Rooba-assigned Token Agent shall hold the Tokens on behalf of the Users. The Token Agent will be solely responsible for making the User’s Tokens available for trade on the Rooba Trade platform between primary [and secondary] buyers and in the Secondary Marketplace.

9.1

1. Upon completion of the onboarding and Wallet creation process in Section 5 & 6 , a User will be able invest and trade in Tokens in the following manner:

2. 9.1.1

   Primary Market: In the event that a User wishes to invest in the Tokens available in the Primary Market, the Token Agent will verify the identity of the Investor using the Investor’s on-chain ID credentials. Once the identity verification and execution of various agreements are concluded, the Investor initiates the payment process by transferring the first call or the total investment depending on the investment criteria. The funds are netted in an escrow account in the Issuer’s bank account and attributed to the Investor executing the transaction.

3. 9.1.2

   Secondary Markets: After the initial offer of Tokens in the Primary Market, the Platform also enables Users to buy, sell and trade Tokens in the Secondary Market. Secondary Market trades enable Investors to utilize the DeFi market maker facilities on the Platform.

9.2

Redemption: Certain classes of Tokens may be redeemed by the primary or secondary buyers by way of extinguishing the Token as a whole. Where the Token Holders of the Token agree to extinguish the Token, Rooba shall provide an ‘Extinguishment and Redemption Certificate’. Upon receipt of the Extinguishment and Redemption Certificate, the Custodian holding the underlying physical Asset will return the portion of such Asset to the owner of the Asset/Token Holder as per the specifications in the Extinguishment and Redemption Certificate. The Token Holder agrees and acknowledges that such redemption is only processed outside the Platform and the Rooba ecosystem.

9.3

You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance, and any guidance you may have received from external sources.

9.4

Please see Annexure C  for the process of investing on the Rooba Platform.

9.5

Rooba does not own or control the underlying software protocols which govern the operation of the Tokens. You hereby acknowledge and accept the risks of operating changes to the Token protocols and agree that Rooba is not responsible for such operating changes and is not liable for any loss of value you may experience as a result of such changes in the operating rules. You acknowledge and accept that Rooba has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported currencies or protocols. You further acknowledge and accept that Rooba has no responsibility to support new Token forks or operating changes for Tokens.

9.6

Title in underlying Asset in the Token shall at all times remain with you and shall not transfer to Rooba. All interests in the Tokens held in the User Wallet are held by us for Users and are not the property of Rooba.

10.1

Fees: The User agrees that unless otherwise provided by Rooba, the User onboarding process enumerated in Section 5 above will be provided to the User free of charge (including KYC/KYB, validation of assets and underlying documents, appointment of Custodian and Token Agent). However, the User agrees that Rooba is entitled to deduct a portion of the consideration exchanged between the Token Holder/Issuer and the Investor/buyer for any sale and purchase of Tokens on the Platform (“Transaction Fee”).The Transaction Fees will be charged as per the terms and conditions set out in Annexure B.

10.2

Taxes:  Once the Token Agent confirms the completion of the diligence, Rooba will initiate the generation of Tokens against the Asset provided by the Issuer in the Issuer’s Rooba Wallet. Such Tokens will be minted directly into the Token Agent’s Rooba Wallet .

11.1

1. Covenants:

2. 11.1.1

   The Platform is provided on an ‘as is’ and ‘as available’ basis and access and use of the Platform is at your sole risk. Rooba explicitly disclaims all warranties or conditions of any kind, express, implied or statutory, including without limitation the implied warranties of title, non-infringement, merchantability, completeness, availability, security, compatibility and fitness for a particular purpose.

3. 11.1.2

   In continuation of Clause 4.3 above, you are solely responsible for your User Account and its security. Rooba shall not under any circumstances be liable for any loss or damage arising from your failure to take adequate safeguards to protect your User Account.

4. 11.1.3

   1. Without limiting the foregoing, Rooba does not represent or warrant:

   2. 11.1.3.1

      The quality, fitness for purpose, completeness, merchantability, non- infringement or accuracy of the software, the Platform and the Services;

   3. 11.1.3.2

      The accuracy or the suitability of the information contained in the documents or other information published on the Platform for any purpose;

   4. 11.1.3.3

      Continuous, error-free, secure or virus-free operation of the Platform or its Services including software, your Account or continued operation or availability of any facility on the Platform;

   5. 11.1.3.4

      That any bugs, compatibility issues, or other defects in the Platform will necessarily be corrected;

   6. 11.1.3.5

      That the Platform or the servers that operate the Services are free of viruses or other harmful components;

   7. 11.1.3.6

      That the data, results and information within the Platform will be correct, accurate, adequate, useful, reliable, correctly sequenced, timely or otherwise; and

   8. 11.1.3.7

      That the Platform will meet your needs, requirements or expectations or that there are any implied warranties of fitness for a specific purpose.

5. 11.1.4

   1. As a condition to accessing or using the Services, you acknowledge and accept that:

   2. 11.1.4.1

      These Terms of Services and any accompanying documents and/or the Website may be changed, modified, corrected or supplemented at any time without prior written notice, and at our sole discretion. Your further use of the Website after any amendments or changes to these Terms, and any accompanying documents will constitute your consent and acceptance of any such changes, modifications, amendments, applications or additions. The date of the most recent changes and amendments will be indicated at the top of these Terms;

   3. 11.1.4.2

      Any actions that may be intended to commit fraud, money laundering or any other illegal actions are forbidden. We are not responsible for such actions, accomplished by Users or any third parties;

   4. 11.1.4.3

      We reserve the right at any time, in its sole discretion, temporarily or permanently change, suspend or block the Website or any of the Services at all or in the particular part, and/or disable any access to the Website for any reason whatsoever. We will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Services being inaccessible to you at any time or for any reason;

   5. 11.1.4.4

      in case of any dubious or unauthorized actions while using the Website, We have the right to block the User's Account until the detection and elimination of all the circumstances that led to such blocking;

   6. 11.1.4.5

      from time to time, the Website (or some of the Services We provide) may be inaccessible or inoperable for any reason, including (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that Rooba or any of our suppliers or contractors may undertake from time to time; (iii) causes beyond our control or that We could not reasonably foresee; (iv) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (v) unavailability of third-party service providers or external partners for any reason;

   7. 11.1.4.6

      In the event of you receive any Tokens by unauthorized means, illegally or by mistake of the Issuer or another User, the Issuer may burn/destroy Tokens in your wallet and/or force transfer them from your wallet.

   8. 11.1.4.7

      In the event of migration from one blockchain to another or change in security token standard, the issuer may be required to burn Tokens in the User’s wallet and redeploy /mint tokens on another blockchain and send/airdrop new tokens to the User’s wallet.

6. 11.1.5

   Without limiting the generality of the foregoing, to the maximum extent permitted by applicable law, we shall have no liability for any damages or injury caused, in whole or in part, by contingencies or issues beyond our reasonable control, including, but not limited to: the acts of third parties, errors in the Services or the Platform, network failures, internet failures, software and hardware failures, viruses and other system attacks, labour stoppages, riots, acts of government or god, natural disasters, acts of terrorism, communication line failure, or theft, destruction of, unauthorized access to, alteration of or use of records.

11.2

Undertakings: In connection with the Services provided by Rooba on the Platform, the User hereby agrees and undertakes that it shall not:

1. 11.2.1

   Use the Platform or the Services to violate or assist any other party in violating Applicable Law;

2. 11.2.2

   Intentionally defraud or attempt to defraud or assist in the defrauding of Rooba or any other user of the Rooba Platform;

3. 11.2.3

   Provide false, inaccurate or misleading information or induce other users by making false or untrue representations or statements;

4. 11.2.4

   Trade taking advantage of any technical glitch, malfunction, failure, delay, default or security breach;

5. 11.2.5

   Take any action that interferes with, intercepts, or expropriates any system, data or information of the Platform;

6. 11.2.6

   Partake in any transaction involving the proceeds of any activity that is illegal in India;

7. 11.2.7

   Attempt to gain unauthorized access to Rooba Wallet, Services or related networks or systems;

8. 11.2.8

   Use the Services to engage in any conduct detrimental to Rooba or any other user on the Platform;

9. 11.2.9

   Defame, harass, or violate the privacy or intellectual property rights of Rooba or any other users on the Platform;

10. 11.2.10

    Upload, display or transmit any messages, photos, videos, or other media that contain illegal goods, pornographic, violent, obscene or copyrighted images or materials for use as an avatar, in connection with a payment or payment request, or otherwise; and

11. 11.2.11

    Upload, transmit, or distribute to or through the Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such networks; (iii) attempt to reverse engineer, de- compile, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Platform, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law; or (iv) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Platform.

12.1

Materials on Website You may download or copy Content only to the extent such download is expressly permitted in writing on the Website. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Website or any related software.

12.2

Unless otherwise specified, all content on the Platform is validly owned, or licensed to Rooba and is protected under the applicable copyright, trademark, design, and other applicable laws. All logos, trademarks, service marks and logos of Rooba and others used on the Platform, displayed on the website, (“Trademarks”) are validly owned, or licensed to Rooba and their respective owners. You may not copy, imitate or use the Trademarks or intellectual property of Rooba or its Third Parties without our prior written consent.

12.3

The Platform may at places include third-party intellectual property including the software used for creating or distributing Tokens. Rooba is operating these services, properties, by way of valid and effective contractual arrangements, which are binding on Rooba, and by extension you, are bound by such restrictions. You are permitted to only use such limited license rights to use, access, download the Platform and Services, for your personal use only. Any commercial use will require a license to be negotiated with the Company.

13.1

Rooba reserves ownership of the Platform and all intellectual property rights, including all licensed rights, titles in the technology and the Platform, source code, and related products, without any kind of reverse compiling, reverse engineering, recompiling, re- engineering or adaptation of any or whole part of the Platform. Except for the access rights to use the Platform granted in these Terms, no right, title, or interest in, to or under any of the licensed software is granted, created, assigned, or otherwise transferred to the Issuer pursuant to or by virtue of these Terms.

13.2

The Platform is not intended to provide a guarantee of security, and the User hereby acknowledges that no security system or data transmitted over the internet can be guaranteed to be 100% secure. The Platform is intended to provide reasonable and commensurate measures designed to protect the security of the User but owing to the evolving nature of cybersecurity threats and countermeasures, the Platform may in certain circumstances not identify or remediate misconfigurations and vulnerabilities in public cloud networks.

14.1

Rooba retains the right to terminate or suspend your account and Wallet on the Platform and access to the Services at any time with immediate effect for any reason at its sole and absolute discretion. In the event of termination or suspension of the User from the Platform, Rooba will decline to process any deposit or withdrawal and any remaining balance in the suspended User account may be frozen for the duration that the suspension persists.

14.2

In the event of termination of the User Account by Rooba due to fraud, violation of law or violation of this Agreement by the User, Rooba may, in its sole discretion, confiscate any balance remaining in the Wallet linked with the User Account and deliver it to any applicable government, law enforcement or other authorities, where prescribed under Applicable Laws.

14.3

The User may cancel the Rooba account at any time by withdrawing all balances and contacting our Grievance Officer at legal@rooba.finance. The User agrees and acknowledges that the User shall continue to be liable for all transactions made on the Platform prior to cancellation of the User Account.

15.1

For the avoidance of doubt, the User agrees and acknowledges that Rooba utilizes one or more blockchain networks but cannot control such blockchain networks or guarantee that such blockchain networks will perform as intended. The Platform offers unified access for participating in the financial markets on the blockchain and does not recognize or settle any blockchain-based or ‘off-chain’ transactions.

15.2

Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the documentation of such investment opportunity. By participating in an offering through the Site you agree and understand that each Token offering has its own terms, rules and risks and it is your responsibility to carefully review all terms, rules, risk factors and offering documents and decide on your own if you agree to them.

15.3

Rooba does not provide investment, tax, or legal advice, and the User is solely responsible for determining whether any investment, investment strategy or related transaction on the Platform is appropriate for the User based on the User’s personal investment objectives, financial circumstances and risk tolerance.

15.4

The information provided by Rooba on the Platform is accurate and timely to the best of its knowledge, however, the User acknowledges that the information cannot always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide complete and accurate information, information may be changed or updated from time to time without notice, including without limitation information regarding Rooba’s policies, products and services. Accordingly, the User undertakes to verify all information before relying on it, and all decisions based on information contained on the Rooba Platform shall be the User’s sole responsibility and Rooba shall have no liability for such decisions. Information provided by third parties, including historical price and supply data for digital assets, is for informational purposes only and Rooba makes no representations or warranties to its accuracy.

15.5

The User further agrees and acknowledges that Rooba does not broker trades on behalf of the User and all Rooba trades are executed automatically, based on the parameters of the order instructions set by the User.

16.1

The User hereby agrees to defend and hold harmless and indemnify Rooba and its directors and employees from and against all losses, claims, damages, charges, liabilities, demands, proceedings, actions and expenses, including fines and penalties assessed or imposed arising out of any incompleteness, breach or inaccuracy of any of the representations, warranties, non-performance of any covenants, obligations or undertakings, breach of law or regulation or contravention of this Agreement by the Issuer. The indemnification rights under this Agreement are independent of, and in addition to, such other rights and remedies that Rooba may have under this Agreement or under law or in equity or otherwise, including the right to seek an injunction, specific performance, rescission, restitution, or other equitable relief, none of which rights or remedies shall be affected or diminished thereby.

16.2

UNDER NO CIRCUMSTANCES UNDER THIS AGREEMENT WILL ROOBA BE LIABLE ON ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE ISSUER’S USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST PROFITS; OR FOR ANY COSTS, LIABILITIES, ATTORNEYS FEES OR DAMAGES, WHICH EXCEED THE AMOUNT OF THE FEES PAID BY THE ISSUER TO ROOBA IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIMS FOR LIABILITY UNDER THIS AGREEMENT FOR DAMAGES ARISING OUT OF ROOBA’S BREACH OF THE OBLIGATIONS HEREUNDER, EVEN IF THE ISSUER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO DIRECT LOSS ARISING OUT OF EITHER PARTY’S WILFUL MISCONDUCT, GROSS NEGLIGENCE, BREACH OF THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, FRAUD, WILFUL MISREPRESENTATION, VIOLATION OF LAWS BY ONE PARTY RESULTING IN LOSS TO THE ISSUER AND BREACH OF CONFIDENTIALITY PROVISIONS UNDER THIS AGREEMENT.

Legal notices to you will be provided either to the email you provide to Rooba during the account registration process or posted on the Website. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. You agree that all notices and other communications that Rooba provides to you electronically (by email or by linking on the Website) satisfies any legal requirement that such notice or communication be in writing. Except as explicitly stated otherwise, legal notices to Rooba should be emailed to legal@rooba.finance.

18.1

If any disagreement arises between the Parties, in connection with validity, interpretation, implementation or alleged material breach of this Agreement shall be deemed to be a dispute (Dispute) and either Party shall be entitled to refer such Dispute to arbitration under the Indian Arbitration & Conciliation Act, 1996 and any amendment thereof.

18.2

The arbitral tribunal shall consist of three (3) arbitrators such that each Party appoints one (1) arbitrator, and the two arbitrators mutually appoint the third and presiding arbitrator. The seat and venue of arbitration proceedings shall be Gurugram , India (and for interim reliefs associated with such arbitration, the courts of Gurugram shall have exclusive jurisdiction), and the same shall be governed by the provisions of the Indian Arbitration & Conciliation Act, 1996, or any statutory modification as may be then in force. The language of arbitration shall be English.

18.3

[Online Dispute Resolution]

This Agreement shall be governed by, construed, and enforced in accordance with the Laws of India. Subject to Clause 17 above, the Parties shall submit themselves to the exclusive jurisdiction of the courts of Gurgaon, Haryana.

The Parties agree that damages may not be an adequate remedy and the Parties may be entitled to seek an injunction, restraining order, suit for recovery, specific performance, or other equitable relief to restrain any breach or enforce the performance of the covenants, representations, warranties and obligations contained in this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies that the Parties may have at law or in equity, including without limitation a right for damages as stipulated herein.

If any provision or provisions of these Terms are held to be invalid, illegal, or unenforceable under any rule, law, or regulation of any local, state or central government, said provision(s) in the Terms of Service is deemed unenforceable. However, it will be enforced to the maximum extent allowed in that jurisdiction, without affecting enforceability in other jurisdictions or of the remaining provisions. You also agree to replace any void or unenforceable provision with a valid one that achieves its intended purposes to the extent possible.

No omission or delay on the part of Rooba in requiring a due and punctual fulfillment by the Issuer of its obligations hereunder shall be deemed to constitute a waiver of any of Rooba’s rights to require such due and punctual fulfillment and in any event shall not constitute or be construed as a continuing waiver and/or as a waiver of other or subsequent breaches of the same or other (similar or otherwise) obligations of Rooba hereunder or as a waiver of any remedy. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law.

Rooba reserves the right to assign our rights without restriction, including without limitation to any Rooba affiliates or subsidiaries, or to any successor in the interest of any business associated with the Platform. In the event that Rooba is acquired or merged with a third-party entity, we reserve the right in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale or other change of control. You may not assign any rights and/or licenses granted under this Agreement.

You acknowledge that your representations, undertakings, and warranties and the clauses relating to indemnities, limitation of liability, grant of license, governing law and jurisdiction, confidentiality shall survive the efflux of time and the termination of these Terms.