INTRODUCTION

• These terms and conditions (“Terms of Use” / “Terms”) constitute a binding and enforceable contract between Smart Family Solutions Private Limited, a private limited company duly incorporated under the laws of India, having corporate identification number U52342KA2022PTC159621 and having its registered office at Jagdish Nivas, Villa No. 237, Vakil Encasa, Hennagara Road, Srirampura, Bangalore – 560105 (hereinafter referred to as “we”, “us”, “our”, “Company” ,“SmartFRP” or “SMSPL”), and you, an end User (hereinafter referred to as “you”, “your”, “User”, “Customer”) in relation to the use of the website www.smartfrp.com and its applications , and/or the web and or mobile application available at Windows/MAC/Android/ iOS or any other suitable platforms (collectively referred to as the “Online Platform”). You represent and warrant that you have full legal capacity and authority to agree and bind yourself to these Terms. SmartFRP and the User are collectively referred to as “Parties” and singularly referred to as “Party”.

• Please read the Terms carefully prior to using, signing up or registering on our Online Platform or accessing/availing our Services. By signing-up to use the Online Platform, you acknowledge that you have read these Terms and agree to be bound by them. You also acknowledge that you have read our Privacy Policy and agree to be bound by it. By signing up to use the Online Platform, you represent that you have provided us with valid identifying information which may be used to verify your identity.

• Please note that we may restrict, suspend, or terminate your registered account at any time on the Online Platform if we believe in its sole and absolute discretion that you have infringed, breached, violated, abused, or unethically manipulated or exploited any term of these Terms and Conditions.

• We may modify these Terms or any other terms at any time by posting a revised version of the same on the Online Platform, and the amended version of these Terms shall become automatically binding upon you if you continue to avail the Services. The amended Terms will be applicable even if not accepted by you separately. You shall have the responsibility to review these Terms on a regular basis. If you do not wish to be bound by the updated Terms, we request you to stop accessing the Online Platform and the Services and to reach out to us to deactivate your registered Account.

DEFINITIONS

• For the purpose of these Terms, the following words and phrases shall have the meaning assigned to them hereunder.

• “Applicable Law” includes all applicable Indian statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, board, recognized stock exchange, as may be applicable.

• “Confidential Information” means and includes the Intellectual Property and any and all business, technical and financial information of SmartFRP or of any of its affiliates that is related to any of the arrangements contemplated in these Terms and conditions or any other document in which these Terms are incorporated by reference or otherwise disclosed by SmartFRP to the User any information which relates to its financial and/or business operations, including but not limited to, specifications, models, merchant lists/information samples, reports, forecasts, current or historical data, computer programs or documentation and all other technical, financial or business data, information related to its internal management, customers, products, services, anticipated products/services, processes, financial condition, employees, merchants, Intellectual Property, marketing strategies, experimental work, trade secrets, business plans, business proposals, customer contract terms and conditions, and other valuable confidential information and materials that are customarily treated as confidential or proprietary, whether or not specifically identified as confidential or proprietary.

• “Intellectual Property” shall mean all intellectual property used for the purpose of or in association with or in relation to the performance of these Terms, and includes without limitation, (a) Software, operating manuals, software code, program, instructions, specifications, processes, input methods, data or information used in relation to, or in association with, or for the operation of the software installed by SmartFRP, (b) the trademarks, service marks, trade names, business names, logos, symbols, styles, color combinations used by SmartFRP during the course of its business and all depictions, derivations and representations graphics, images, content and the ‘look and feel’ of all of the above, (d) all information, data or material in whatever form, whether tangible or not, provided by SmartFRP to the User during the course of usage of the Online Platform; and (e) all techniques, formulae, patterns, compilations, processes, inventions, practices, methodology, techniques, improvement, utility model, procedures, designs, skills, technical information, notes, experimental results, service techniques, samples, specifications of the Services, labelling specifications, rights on software, and any other knowledge or know-how of any nature whatsoever.

• “KYC” or “Know Your Customer” shall mean the process prescribed under the Applicable Law to collect and authenticate the User’s personal or business identification details before offering the Services to the User.

• “Services” shall mean the services provided by SmartFRP to the Users utilizing the Online Platform including content, features, technologies or functions offered or made available on the Online Platform.

User Representation

• a) All the registration information you submit will be true, accurate, current and complete. You will maintain the accuracy of such information and promptly update such registration information as necessary and required.

• b) If you provide any information that are untrue, inaccurate, non-current or incomplete, we have right to suspend or terminate your account and refuse any and all current and future use of ‘Online Platform’ (or any portion thereof) and no refund of any subscription for unexpired portion is claimable by the User and SmartFRP is not liable to pay any refund of subscription of unexpired portion, fee, or any amount whatsoever in case of termination or suspension of the subscription. However, in the event of any reference which are not listed in this terms and conditions and the User interpret in the court of Law or otherwise to establish the claim, the total liability will not exceed the sum of unexpired portion of the subscription.

• c) You have the legal capacity, and you agree to comply with these terms and conditions

• d) You are not under the age of 18.

• e) You will not access the 'Online Platform' through automated or non-human means whether through a BOT, Script or otherwise.

• f) You will not use the 'Online Platform' for any illegal or unauthorized purpose.

• g) You will use the 'Online Platform' that will not violate any applicable law or regulations.

ACCOUNT REGISTRATION

• In order to access the Online Platform and its features, you will be required to create an account on the Online Platform by setting up a Username and password which will be linked to your phone number and email address (“Account”). SmartFRP might require you to share information, including information pertaining to your identification in the process of creation of the Account. You agree that all information provided in this regard is complete, true, and accurate. You further agree and authorize SmartFRP to use personal information such as Name, User Name, Phone No, Email ID, Date of Birth, Nominee Name, Nominee Email ID, Nominee Phone No and the IP addresses for the purpose of License Management, auditing, Nominee access enablement, Notifications and important communication regarding updates, revised terms and conditions, if any and marketing related activities.

• You agree that you shall implement reasonable measures to secure access to any device associated with the email address or phone number linked to your Account with the Online Platform and with login credentials to access the Online Platform. You are responsible for maintaining the confidentiality of your Username and password during and after the Account registration process. You agree to immediately notify SmartFRP of any disclosure or unauthorized use of your Account, or any other breach of security with respect to your Account.

• You expressly agree and consent to be liable and accountable for all activities that take place through your Account. SmartFRP shall in no manner be held liable for any unauthorized actions through your Account due to unauthorized access including but not limited to hacking and security breaches. SmartFRP reserves, at its sole discretion, the decision to suspend an Account if it is of the opinion that the Account is being accessed by an unauthorized party or against the interest of the Parties or public at large.

CONTENT

You agree and understand that all materials and information available through the ‘Online Platform’ is solely for non-commercial and for your own personal use. SmartFRP does not guarantee the completeness, timeliness or accuracy or any material and information available on the ‘Online Platform’.

ACCURACY OF INFORMATION

Although we may post information, material and content on the Online Platform based on reliable sources, we do not make any express or implied representation, warranty or guarantee as to the accuracy, validity, reliability or completeness of any such information. The features and services of the Online Platform are provided on an “as is” and “as available” basis. We make no representation or warranty about the validity, accuracy, correctness, reliability of any information provided on or through the Online Platform. Although we may post information, material and content on the Online Platform based on reliable sources, we do not make any express or implied representation, warranty or guarantee as to the accuracy, validity, reliability or completeness of any such information. The features and services of the Online Platform are provided on an “as is” and “as available” basis. We make no representation or warranty about the validity, accuracy, correctness, reliability of any information provided on or through the Online Platform.

PLATFORM ACCESS

By accessing and/or using the Online Platform, you represent and warrant that:

• a) you are accessing the Online Platform on your own initiative and are responsible for compliance with all local laws and regulations applicable.

• b) you are of the legal age to access the Online Platform.

• c) you are solely responsible for the User content and all activities that occur on or through your Account.

• d) you agree not to undertake activities which include but are not limited to infringing any proprietary rights, including but not limited to Intellectual Property, or Confidential Information, of SmartFRP, copying, displaying, distributing, modifying, publishing, reproducing, storing, transmitting, posting, translating, creating any derivative works, renting, or licensing the Online Platform or any portion thereof except as may be provided elsewhere in this terms and conditions.

• e) caching unauthorized hypertext links to the Online Platform.

• f) uploading, posting, or transmitting any material that contains software viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

• g) undertaking any action that imposes or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; use of data mining, robots, spiders, scrapers, crawlers, avatars or similar data gathering and extraction tools;

• h) making any back-up or archival copies of the Online Platform or any part thereof except the download option provided by SmartFRP.

• i) bypassing any measures used by us to prevent or restrict access to the Online Platform.

• j) using the Online Platform for any commercial purpose.

• k) violating the restrictions in any robot exclusion headers on the Online Platform or bypassing or circumventing other measures employed to prevent or limit access to the Online Platform.

• l) deep linking to any portion of the Online Platform (including, without limitation, the purchase path for any service) for any purpose without our express written permission

• m) framing', 'mirroring', linking or otherwise incorporating any part of the Online Platform into any other website without our prior written authorization. This specifically prevent you using SmartFRP as a connector, APIs or as plug-in to any of other applications, tools and platform without prior written permission.

• n) use the Online Platform in (i) any unlawful manner, (ii) for fraudulent or malicious activities, or (iii) in any manner inconsistent with these Terms or violate Applicable Laws in any manner.

INTELLECTUAL PROPERTY

All rights, title, and interest in and to the Online Platform, including all Intellectual Property rights arising out of the Online Platform, are solely owned by SmartFRP not only India Domestic Market but Globally. Subject to your compliance with these Terms, SmartFRP grants you a non-exclusive, non-transferable, non-sub licensable, royalty-free, revocable, and limited license to use the Online Platform in accordance with the Terms.
Except as expressly authorized by SmartFRP, the User agrees not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the SmartFRP’s Intellectual Property. The User does not accrue any rights or interest in SmartFRP’s Intellectual Property and use of any Intellectual Property by User shall be strictly in for the fulfillment of and in compliance with the Terms. Users undertake that it shall not, nor will it allow others to, reverse engineer or disassemble any parts of SmartFRP’s Intellectual Property.
SmartFRP may request you to submit suggestions and other feedback, including bug reports, relating to the Online Platform from time to time (“Feedback”). SmartFRP may freely use, copy, disclose, create derivative works on, publish, display, distribute, and exploit the Feedback without any payment of royalty, acknowledgement, prior consent, or any other form of restriction arising out of your Intellectual Property rights. SmartFRP shall be at liberty to make changes/updates to the Online Platform as may be required and SmartFRP shall have all such rights as mentioned under this section on the additions/modifications.

You represent and warrant that:

• a) You shall use the Intellectual Property solely for discharge of your duties for the usage of the Online Platform.

• b) You shall use Intellectual Property of SmartFRP only in the form and manner stipulated by SmartFRP.

• c) You shall seek prior written consent from SmartFRP for use of SmartFRP’s Intellectual Property which is not previously provided for by SmartFRP.

• d) You shall bring to SmartFRP’s notice all cases concerning SmartFRP’s Intellectual Property’s (a) infringement, (b) passing off, (c) registration, or (d) attempted registration.

• e) You shall not be involved in any crawling activity.

• f) You shall render to SmartFRP all assistance in connection with any matter pertaining to the protection of SmartFRP’s Intellectual Property whether in courts, before administrative agencies, or otherwise.

• g) You shall refrain from taking any action which shall or may impair SmartFRP’s right, title or interest in the Intellectual Property, or create any right, title or interest therein or thereto, adverse to that of SmartFRP.

• h) You shall not use or permit to be used the Intellectual Property by any unauthorized person, and

• i) You shall not misuse the Intellectual Property or use it together with any other mark or marks.

CONFIDENTIALITY

The User shall keep Confidential Information as confidential. The User confirms that it shall protect Confidential Information with such security, confidentiality and degree of utmost care as it would prudently apply to its own confidential information and use it solely in connection with the transaction to which the Confidential Information relates. The User acknowledges and agrees that it is aware of the sensitivity and secrecy involved in keeping such data/information and transaction records and shall ensure that neither the User nor its affiliates will do any act to violate the same. Confidential Information shall exclude any information:

• a) which is already in the possession of the receiving Party and not subject to any other duty of confidentiality.

• b) that is at the date hereof, or subsequently becomes, public otherwise than by reason of a breach by the receiving Party of these Terms.

• c) Information that becomes legally available to the receiving Party and/or its affiliates or professional advisors on a non-confidential basis from any third party, the disclosure of which does not, to the knowledge of that Party, violate any contractual or legal obligation which such third party has to the other Party with respect to such information, and

• d) Information that is independently acquired or developed by the receiving Party.

Provided however, that SmartFRP may make the following disclosures for which no consent shall be required from the User:

• a) Disclosures to its directors, officers, employees, affiliates/subsidiaries/group/holding companies, including any employees thereof that it reasonable determines need to receive the Confidential Information;

• b) Disclosures to its legal and other professional advisers, instructed by it that it reasonably determines need to receive the Confidential Information; or

• c) Disclosures to any person to whom it is required by any Applicable Law or any applicable regulatory, supervisory, judicial or governmental order, to disclose such information, or at the request of any regulatory or supervisory or judicial or government authority.

COMMUNICATION POLICY

As part of the User's usage of the Services, the User may receive notifications, offers, discounts and general information from SmartFRP via text messages or by emails, for the purpose of collecting Feedback regarding its Services. The User understands that receipt of non-service related communications can be deactivated from User Account settings or by sending mail to support@smartfrp.com. and by ab-initio consents to receive such these communications. The User acknowledges that the SMS service provided by SmartFRP is an additional facility provided for the User’s convenience and that it may be susceptible to error, omission and/ or inaccuracy.

TERMINATION

SmartFRP reserve the right, in its sole and absolute discretion, to suspend or terminate your use of one or more Services including blocking of certain IP addresses without notice and without liability to you or any third party, for any reason, including without limitation inactivity or violation of these Terms or other applicable policies we may publish from time to time. Any termination of the Services may also be effectuated through and SmartFRP shall not be held liable for the same. You agree and understand to abide by all the terms & conditions stipulated.

Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. Upon termination for any reason, you agree to immediately stop using the Services of SmartFRP.

THIRD PARTY SERVICES AND LINKS

Our Services contain or may contain links to third-party websites, applications, content, products, services and resources, the function of those is not under the control and do not form a part of the Services offered by the SmartFRP. We provide these links only for your convenience and SmartFRP makes no representation or warranty of any kind regarding its accuracy, reliability, effectiveness, or correctness and shall not be responsible or liable for any aspect of any such third-party services.

INDEMNITY

You agree to indemnify and hold SmartFRP and its affiliates harmless against all actions, claims, demands, proceedings, losses, damages, costs, charges and expenses whatsoever which SmartFRP may at any time incur, sustain, suffer or be put to as a consequence of or by reason of or arising due to any negligence/mistake/misconduct on your part or breach or non-compliance of any provision of these Terms by you or any person using your Account.

WARRANTY

You expressly acknowledge and agree that use of the Online Platform is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. To the maximum extent permitted by Applicable Law, any Services performed or provided by SmartFRP provided “as is” and “as available”, with all faults and without warranty of any kind, and SmartFRP hereby disclaims all warranties and conditions with respect to any Services, either expressed, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights. SmartFRP does not warrant against interference with your enjoyment of the Online Platform, that the functions contained in, or Services performed or provided by, the Online Platform will meet your requirements, that the operation of the SmartFRP’s Services will mostly be uninterrupted or error-free, or that defects in the Online Platform will be corrected.

LIMITATION OF LIABILITY

In no event shall SmartFRP or any of its subsidiaries or affiliates be liable to you or any person for any direct, indirect, special, consequential or other damages (including, without limitation, any lost profits, business interruption, loss of information or programs or other data on your information handling system) that are related to the use of, or the inability to use, the Services and functions of the Online Platform, even if it is expressly advised of the possibility of such damages. The transfer of access to nominees shall be based on the information such as Full Name, Email ID, Phone No and the relationship provided by the primary user who subscribed for the license to use. In the event of the information provided by the primary user while registration or by updating the profile in the application not matching with the claimant, the access to the application will not be granted.

FORCE MAJEURE

If performance of the Services by SmartFRP is prevented, restricted, delayed or interfered with by reason of and including, but not limited to, labor disputes, strikes, acts of God, floods, lightning, severe weather, shortages of materials, rationing, inducement of any virus, malware, trojan or other disruptive mechanisms, pandemic, epidemic, any event of hacking or illegal usage of the Online Platform, utility or communication failures, earthquakes, lockdown, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government or any judicial authority or representative of any such government, or any other act whatsoever and whether all these factors happens in India or any part of the countries/cities where the “Online Platform” is hosted, whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of SmartFRP and could not have been prevented by reasonable precautions, then SmartFRP shall be excused and discharged from such performance to the extent of and during the period of such force majeure event, and such non-performance shall, in no manner whosoever, amount to a breach by SmartFRP of its obligations herein or incur any legal liability on SmartFRP.

SEVERABILITY

In the event any provision of these Terms is determined to be invalid or unenforceable, such provision shall be deemed severed from the remainder of these Terms and replaced with a valid and enforceable provision as similar in intent as reasonably possible to the provision so severed, and shall not cause the invalidity or unenforceability of the remainder of these Terms.

ASSIGNMENT AND WAIVER

These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you. We may assign, in whole to your nominee, the benefits or obligations hereunder. We may, at our discretion, provide an intimation of such assignment to your nominee, which will be binding on the Parties (including the nominee) to these Terms.

Unless otherwise expressly stated, the failure to exercise or delay in exercising a right or remedy under these Terms will not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under these Terms will prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

NOTICES

SmartFRP may give all notices, requests, demands, and determinations to the User, under these Terms, via email provided by the User.

However, the User should deliver all notices to SmartFRP under these Terms (other than routine operational communications) to the assigned email address.

Further, the User also agrees to receive any future communication from SmartFRP via WhatsApp or text messages.

GOVERNING LAW AND DISPUTE RESOLUTION

Any issues and disputes arising out of these Terms & other policies including any other disputes involving you and the company shall be governed by and construed in accordance with the laws of India. The Parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then the Parties shall submit themselves to binding arbitration to be conducted at Bangalore in accordance with the provisions of the Arbitration and Conciliation Act, 1996.

DISCLAIMER

The 'Online Platform' is provided on an “as is” and “as available” basis. SmartFRP contains materials, products, views, information, data, statistics, opinions, statements, analysis which has been obtained from various reliable sources and compiled. We disclaim all warranties of any kind, whether express or implied, including, without limitation, any warranties of completeness, reliability, accuracy, adequacy, updating, fullness, functionality, timelines, performance, certainty of returns of the products, services, data analysis, information, opinions, statements, materials and views on the Online Platform. Our Online Platform may contain information, material, views, data or information submitted by users and/or third party Online Platforms/sources. We accept no responsibility for the accuracy of such content. SmartFRP makes no warranties as to the results that may be obtained from the use of the Online Platform or as to the accuracy, quality, or reliability of any information obtained through the Online Platform.