User Agreement

This User Agreement (“Agreement”) is made between Globalise Inc., a company incorporated in United States of America, and having its office at 99 Wall Street, New York, NY 10005 (“Company”) and you as the user (“User”).

In this Agreement, unless the context otherwise requires, the User and the Company are hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”.

Preamble:

1. The Company has developed and owns the Platform (as defined hereinbelow) through which it offers Services (as defined hereinbelow).

2. The User is desirous of having a User Account (as defined hereinbelow) on the Platform and availing the Services of the Company through the Platform.

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY TO LEARN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION CLAUSE. BY CLICKING ON THE “SIGN UP” BUTTON YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION BY THE COMPANY TO ACCESS OR OTHERWISE USE THE USER ACCOUNT (AS DEFINED HEREINBELOW) ON THE PLATFORM (AS DEFINED HEREINBELOW). IN SUCH CASE, PLEASE DO NOT CLICK THE “SIGN UP” BUTTON AND LEAVE THE WEBSITE.

1. DEFINITIONS & INTERPRETATION

1.1 In this Agreement, the following terms shall have the following meanings:

(a) “Applicable Laws” means any applicable statute, law, ordinance, regulation, rule, order, bye-law, administrative interpretation, writ, injunction, directive, judgment or decree or other instrument which has a force of law, as is in force from time to time and shall include the rules and regulations of applicable federal, state, statutory and self-regulatory agencies, including but not limited to the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, Reserve Bank of India, Securities and Exchange Board of India and the constitution, rules, regulations, customs and usages of the exchanges, markets and clearing agencies where transactions are executed, cleared and settled for the User Account.

(b) “Fees and Charges” shall have the meaning ascribed to the term under Clause 3 of this Agreement.

(c) “Service” shall mean and include subscription services to the Platform that could be offered directly or through Partners, managed and/or single account access to Users desiring to invest across multiple global stock exchanges and execute trades via broker-dealers and/or clearing services companies, recommended list of offshore funds, model portfolios, cash management accounts and such other services as may be provided or made available by the Company to the User.

(d) “Partners” shall mean and include any distributor or independent financial advisers availing the services on the Platform for its clients and has referred to the Company its clients who are interested to utilise the Platform offered by the Company.

(e) “Platform” means a web portal and/or mobile application on an electronic software system in the name and style of “Globalise”, through which the Company provides Services to the User.

(f) “Offshore Securities” means such securities and/or other financial products which are neither listed nor to be listed in an Indian stock exchange.

(g) “User Account” means an account of the User on the Platform for availing the Services of the Company in accordance with the terms and conditions of this Agreement.

1.2 Interpretation

(a) words in the singular includes the plural and vice versa.

(b) words importing one gender include the other gender and words importing persons include corporations and unincorporated bodies of persons and vice versa.

(c) references to Clauses are to clauses of this Agreement.

(d) references to agreements include all renewals, extensions and amendments thereof.

(e) any reference to the User or the Company includes a reference to its or their duly authorised agents or delegates.

2. SCOPE

2.1 The Company hereby offers directly or facilitated through Partner(s), a non-exclusive, non-transferable right to access the Platform and the User hereby agrees to avail such managed and/or single account access to invest across multiple global stock exchanges, receive recommended list of offshore funds, model portfolios, access to global brokerage accounts with linked cash management solution etc. for dealing in Offshore Securities and execute trades via broker-dealers, clearing services companies and other service providers (hereinafter referred to as “Service Providers”) available as part of the Service.

2.2 The Services shall be made available to the User through the Platform via ‘www.globalise.co’, or any other app or website notified to the User by the Company from time to time, on a Software as a Service (SaaS) model. The Platform may be wholly developed and owned by the Company and may include third party software/services.

2.3 User shall be solely responsible for adherence to all aspects of this Agreement.

2.4 User and/or the Partner (as applicable) shall be solely responsible for all transactions/trades using the Platform including the decisions pertaining to the quantum and/or price of security and/or the financial product to be bought or sold and therefore the Company and/or its affiliates shall not be construed to be providing investment advice or engaged in financial planning.

2.5 User understands and accepts that not all the Services offered on the Platform are available in all geographic areas and the User may not be eligible for any or all the Services made available by the Company on the Platform. Company reserves the right to determine the availability and eligibility for any Service offered on the Platform.

2.6 Company reserves the right to take any action related to a User Account including, but not limited to, closing the User Account, liquidating assets in a User Account, or otherwise restricting the User Account’s activity if Company, in its discretion, deems such action necessary in accordance with the terms of this Agreement or to remain compliant with Applicable Law or if it determines that there is a reasonable risk-based justification for doing so. Absent such circumstances, Company will only close, suspend or restrict any User Account where instructed by the User or if any User Account has not initiated any trading activity during a consecutive twelve-month period. The Company may also levy an additional monthly inactivity account fee for continued safekeeping of the User Account.

3. FEES AND CHARGES

3.1 As a consideration for accessing the Platform and availing the Services under this Agreement, the User authorises the Company to deduct such subscription fees, brokerage, commission, transaction fee, expenses, charges, tax etc. as applicable and due from time to time, and applied to such User Account (“Fees and Charges”).

3.2 All Fees and Charges are subject to change from time to time, in compliance with the Applicable Laws, at the discretion of Company. An updated schedule of Fees and Charges, towards applicable Services provided by Company along with taxes and other mandatory transaction charges is made available on the Company’s website www.globalise.co.

3.3 User shall be solely responsible for User Account and assume financial responsibility with respect to all transactions in User Account, User investment decisions, payments for the Service, fees and securities and other assets purchased for User Account on or before due dates. User shall be responsible for all debits, costs, commissions and losses arising from any actions Company, its agents and partners must take to liquidate or close transactions in User Account, or from User failure to make timely good delivery of securities.

3.4 The User hereby acknowledges that the access to the Platform is subject to payment of Fees and Charges by the User.

3.5 All Fees and Charges payable by the User to the Company shall be collected or automatically deducted from the User Account on the date of Fees and Charges becoming due. Failure to deduct Fees and Charges from the User Account on the due date does not waive Company’s right to deduct those Fees and Charges from User Account at a later point of time. Without prejudice to the Company's other rights, the Company shall be entitled to liquidate / close out all or any of the User's positions in case of non-payment of Fees and Charges or other amount, outstandings etc., and adjust the proceeds of such liquidation / close out, if any, against the User's liabilities / obligations. Any and all losses and financial charges on account of such liquidation / closing-out shall be charged to and borne by the User.

3.6 User may incur, from time to time, brokerage fees related to the number of times trades are placed by the User and/or the number of units of securities and/or other financial products purchased and/or the total amount of assets being traded. Such fees, collected by the Service Providers, may be shared with the Company.

3.7 User shall be solely responsible for the User Account and the Service Account and assume financial responsibility with respect to all transactions in the User Account and the Service Account, investment decisions, payment of Fees and Charges to the Company, payment of fees and expenses to Service Providers and purchase of securities and other assets.

4. USER ACCOUNT

4.1 User shall be responsible for User Account password and taking reasonable steps to protect and monitor for unauthorized access to User Account. If the User believes that User Account has been compromised due to a breach of cyber security, or in any other way, User undertakes to immediately notify the Company so that appropriate action can be taken. If the Company reasonably believes that User Account has been compromised due to a breach of cyber security, Company reserves the right to take immediate action to protect User Account and the Platform.

5. SERVICE PROVIDERS

5.1 The User hereby acknowledges and undertakes to additionally agree and abide by the terms and conditions of the Service Providers associated with this Agreement.

5.2 The Company shall/has either directly or through its affiliate appointed a broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”) and a member of United States by Financial Industry Regulatory Authority (“FINRA“), as its brokerage partner for the purposes of brokerage account opening, account holding, clearing and execution of orders, funds transfer among other things (‘Service Account”).

5.3 The Service Account created by the User will be held at one of the Service Providers of the Company. The details of the said Service Provider will be provided to the User whenever such account is created and approved.

5.4 The User shall provide to the Company all the requisite information as required under Applicable Laws or assist the Partner or the Service Provider in the process of on-boarding, including procuring know your User (KYC) documents to meet the obligations under the Applicable Law. The User’s access to the Platform is subject to its successful completion of KYC process as required by the Company, Service Provider and/or the Partner, in accordance with Applicable Law.

5.5 The Company may engage certain Service Providers for the purpose of obtaining relevant feeds and market information which will be processed and published on the Platform. The Company shall not be liable in any way for inaccuracies in market data feeds from Service Providers due to: (i) error, delay, or omission; (ii) non-performance; or (iii) interruption of any such data, information, or message due either to any negligence act or omission by the Service Providers or due to any force majeure, technical, hardware, or software malfunctions, lost or unavailable network connections, or failed incomplete or delayed computer transmissions or any other cause.

6. REPRESENTATIONS AND WARRANTIES

6.1.The User hereby represent and warrant that;

i. She/he has full power, capacity and authority to execute, deliver and perform this Agreement and has taken all necessary sanctions and approvals (statutory or otherwise) to authorize the execution, delivery and performance of this Agreement by her/him and this Agreement is a legal, valid and binding obligation of the User, enforceable against the User in accordance with its terms.

ii. User shall not permit any unauthorized person to make a transaction on User Account and shall be solely liable for all such transactions.

iii. User shall promptly provide all the information including replies to notices regarding proxies, tender offers, exchange offers, rights offers, and other corporate events of the portfolio entities of the User, upon request by the Company, as and when required.

7. TERM & TERMINATION

7.1 The Company may terminate this Agreement if the User fails to comply with any term of this Agreement or terms and conditions of the Service Providers or have not paid any Fees and Charges that are due and payable to the Company or have not paid any fees and/or expenses to any Service Provider.

7.2 The User may terminate this Agreement after providing 30 (thirty) days prior notice to the Company by sending a request via e-mail to support@globalise.co and completing the termination process.

7.3 Consequences of Termination:

i. Upon termination of this Agreement, the User shall pay all outstanding amounts owed to the Company and/or the Service Provider, in full, and honour all outstanding transactions and pending transactions within 7 (seven) days from the date of termination.

ii. The User Account on the Platform or any Service Account opened with any Service Provider will be closed and the balance monies, if any, after settlement of outstanding amounts will be transferred to the bank account of the User.

7.4 Termination of this Agreement shall not relieve any Party of its outstanding contractual obligations which have accrued up to and including the date of such termination and all such provisions which by the nature are to survive the termination shall survive the termination of this Agreement.

8. INTELLECTUAL PROPERTY

8.1 User acknowledges that no title to the intellectual property in the Service or the Platform is transferred to the User from the Company under this Agreement. User further acknowledges that all right, title, and interest in and to the Service and the Platform and any know-how contained therein shall remain Company's exclusive property. User agrees that it shall not remove any trademark, copyright, or other proprietary notices on or in any portion of the Service and the Platform as delivered and that the User shall reproduce all such notices on and in all authorized copies. No information, content or material from the Platform may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way without Company’s express written permission.

9. CONFIDENTIALITY

9.1 The User acknowledges that, in the course of its relationship with the Company and in using the Platform, she/he may obtain information relating to the Services, Platform and/or Company ("Proprietary Information"). Such Proprietary Information shall belong solely to the Company and includes, but is not limited to, the features and mode of operation of the Services and the Platform, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, plans and data. In regard to this Proprietary Information:

i. The User shall not use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of the Company unless such Proprietary Information becomes generally publicly available without the User’s breach of this Agreement.

ii. The User agrees to take reasonable measures to maintain the Proprietary Information and Services in confidence.

9.2 The User shall treat the Service and the Platform like a reasonably prudent person would treat copyrighted material. User shall not copy or use the Service and the Platform except as is otherwise expressly permitted below. Moreover, the Service and the Platform as provided to the User shall be deemed "confidential" as is set forth herein.

9.3 User shall not distribute, share, rent, resell, lease or otherwise disclose or transfer the Service and the Platform to any third party. The Service and the Platform contain Company's trade secrets, and to protect those trade secrets and Company's interest in the Service and the Platform generally, User agrees that it shall not reverse engineer, decompile, translate, or disassemble the Service or the Platform, in whole or in part, nor shall permit any third party to do so, or to copy or distribute the documentation to any third party. Any failure to abide by the restrictions set forth in this clause shall expressly constitute a material breach of this Agreement and lead to termination of this Agreement at the Company's discretion.

9.4 User agrees and acknowledges that the Company may retain, record or share the information of User with the Partners, Service Providers and/or any other third party for allowing them to perform their services to the User or otherwise. The User further agrees to allow the Company to use his/her/its information for any marketing/solicitation purposes as may be required by the Company from time to time.

10. INDEMNITY

10.1 The User agrees to indemnify and hold harmless the Company its officers, directors, employees, agents, subsidiaries or affiliates from and against all the liabilities (including claims, damages, suits or legal expenses in defending itself in relation to the foregoing) arising due to non-performance and/or non-observance of the duties and obligations of the User under this Agreement or due to any breach of any of the terms, conditions, representations and warranties or any other provisions contained in this Agreement.

11. APPLICABLE LAWS & GOVERNMENT RESTRICTIONS

11.1 The use of the Service and the Platform is subject to all Applicable Laws in the jurisdiction of the User. User shall be solely responsible to ensure complete legal compliance with all pertinent laws, regulations, ordinances and associated promulgations including but not limited to export and re-export regulations arising out of the activation and use of the Services and the Platform.

11.2 User access to the Services and the Platform shall be subject to compliance with all Applicable Laws, privacy policy and the terms and conditions of service of Service Providers.

12. DISCLAIMER

12.1 The Service and the Platform is provided on an "as is" basis. Use of the Service and the Platform is at User's own risk. Company makes no warranty that the use of the Service and the Platform will be continuous, uninterrupted, bug-free, error-free, virus-free, free of defects, free of technical problems, nor that it will meet all of User's needs. To the extent permitted by Applicable Law, Company expressly disclaims all other warranties, conditions, results, guarantees, or representations with respect to the Service and the Platform, whether express or implied, including, but not limited to, the implied warranties of merchantability, merchantable or satisfactory quality, fitness for a particular purpose, non-infringement of third party rights, or arising from the course of performance, course of dealing, or usage of trade. Company does not warrant that all errors, bugs, or defects can or will be corrected.

12.2 Company does not advise nor act as an agent or broker for the investment opportunities.

12.3 The Company shall not be liable to the User for any mistake, error of judgement or loss suffered by the User in connection with the subject matter of this Agreement or any matter or thing done or omitted to be done by the Company or any Service Provider.

12.4 The User hereby acknowledges that the Services being provided by the Company through the Platform is not an investment advice and all the recommended list of offshore funds, recommended portfolios etc. being provided through the Platform shall be in the form of generic research reports on Offshore Securities and shall accessible by all authorised/subscribed Users of these Services at the same time.

12.5 The Company makes no warranties or representations, express or implied, on products offered through the Platform. It accepts no liability for any damages or losses, however caused, in connection with the use of, or on the reliance of its product or related services.

12.5 The Company makes no warranties or representations, express or implied, on products offered through the Platform. It accepts no liability for any damages or losses, however caused, in connection with the use of, or on the reliance of its product or related services.

13. LIMITATION OF LIABILITY

13.1 Company's responsibility is limited to providing the Platform in order to enable Users to execute investments either on their own or through Partner(s) (as applicable) and by making available all necessary transaction reports on the Platform.

13.2 To the maximum extent permitted by Applicable Law, in no event will the Company be liable for any lost profits or business opportunities, loss of use, business interruption, loss of data, or any other direct or indirect, special, incidental, or consequential damages under any theory of liability, whether based in contract, tort, negligence, product liability, or otherwise.

13.3 The foregoing limitations shall apply to the maximum extent permitted by Applicable Law, regardless of whether Company has been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose.

​14. DISPUTE RESOLUTION

14.1 This Agreement shall be governed by and construed in accordance with the laws of India as provided under Clause 15 without regard to conflict of laws or principles.

14.2 Both the Parties shall make every effort to resolve amicably by direct informal negotiations any disagreement or dispute arising between them under or in connection with the Agreement. In the event no amicable resolution or settlement is reached within a period of fifteen (15) days from the date on which the dispute or difference arose, such dispute or difference shall be referred to sole arbitrator to be mutually appointed by the Parties under the provisions of the Arbitration and Conciliation Act, 1996. This Clause shall survive the termination of this Agreement. The arbitration proceedings shall be held in New Delhi and conducted in the English language.

14.3 The award of the arbitrators shall be final, conclusive and binding upon the Parties hereto. Such an award shall be filed in any competent court in New Delhi. All costs payable to the sole arbitrator will be borne equally by both the Parties.​

15. JURISDICTION

15.1 This Agreement shall be construed in accordance with the laws of India and subject to Clause 14, the Parties agree to submit to the exclusive jurisdiction of the courts in New Delhi.

16. MISCELLANEOUS

16.1 Alteration: Except as provided under Clause 4, the Company may, at its sole discretion, at any time, alter, vary, change or amend all or any of the terms and conditions contained herein with the notice of such alteration to the User, and thereupon, such altered, varied, changed or amended terms and conditions shall prospectively apply as if the same were expressly incorporated herein.

16.2 Force Majeure: The Company shall not be liable for any delay or failure in performance when such delay or failure arises from circumstances beyond its control, including, without limitation, acts of God, acts of government in its sovereign or contractual capacity, acts of public enemies or terrorists, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, earthquakes, fire, flood, pandemic and disease, measures of a government authority to address a pandemic or disease or other national emergencies including quarantine restrictions and limitation on business operations, power shortages or failures, utility or communication failure or delays, labour disputes, strikes, or shortages, supply shortages, equipment failures, or software malfunctions; it being understood that each Party shall use reasonable efforts to resume performance as soon as practicable under the circumstances. The User acknowledges that the Service and the Platform is subject to the inherent risks of online trading including those relating to system response and access times that may be affected by various factors, including but not limited to market conditions and system performance. User understands and acknowledges such risks before accessing the Service and the Platform.

16.3 Assignment: User shall not assign this Agreement to any third party except with the express consent of the Company.

16.4 Notice: Any notice given to a Party under this Agreement shall be in writing and delivered at her/his/its email address as either Party may from time to time duly notify to the other Party or by any other means as may be decided by the Company. Notices and instructions if sent through electronic mail will be deemed served within 24 (twenty-four) hours from electronic mail being sent. The Parties hereby agrees that all the communication between the Parties will be made electronically or digitally and the same will be considered as valid and sufficient communication.

16.5 Severability. If any provision of this Agreement is invalid, unenforceable or prohibited by Applicable Law, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative and shall not be part of the consideration moving from either Party hereto to the other, and the remainder of this Agreement shall be valid, binding and of like effect as though such provision was not included herein.

16.6 No Partnership. Nothing in this Agreement shall be deemed to constitute a partnership, association of persons, body of individuals, trust, joint venture or any other taxable and/or legal entity inter se between the Parties hereto.

16.7 Entire Agreement. Except as otherwise agreed among the Parties, this Agreement constitutes the entire Agreement of the Parties as to its subject matter and supersedes any previous oral or written understanding or Agreement on such subject matter.

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